Common use of Charges for Services Clause in Contracts

Charges for Services. Sponsor shall pay PPD for the Services performed under this Agreement and any Project Addendum (“Direct Fees”) in accordance with the rates or unit prices for such Services set forth in such Project Addendum. Sponsor shall also reimburse PPD for the reasonable out-of-pocket expenses incurred in connection with the performance of the Services with respect to a Project, including, without limitation, investigator grants and fees, travel expenses, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee fees, and other “pass through” expenses incurred in connection with performing the Services (collectively, the “Pass Through Costs”). PPD shall obtain the approval of Sponsor, not to be unreasonably withheld or delayed, prior to incurring any Pass Through Costs that exceed the Pass Through Costs specified in a Project Addendum by more than [*] percent ([*]%). Except as otherwise expressly provided in a Project Addendum, PPD shall submit to Sponsor for each Project a monthly invoice describing the Services performed on such Project, the Direct Fees due for such Services, and all Pass Through Costs. Sponsor shall pay the undisputed portion of a monthly invoice within thirty (30) days of receipt of said invoice. In the event that Sponsor disputes an item in a monthly invoice, Sponsor shall notify PPD of the nature and amount of the dispute within thirty (30) days of receipt of such invoice. If Sponsor fails to notify PPD of a dispute within such thirty (30) day period, all such disputes shall be deemed waived and Sponsor shall pay the invoice in full. The parties shall, promptly and in good faith, reconcile the dispute, and Sponsor shall pay reconciled amounts within ten (10) days of reconciliation. PPD shall have no obligation to pay subcontractor costs or investigator grant payments to any subcontractor or investigator site (the “Site”) for conduct of services related to a Project until PPD has received payment of such Pass Through Costs from Sponsor. Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that certain vendor and subcontractor contracts, including without limitation, contracts for investigator meetings and patient recruitment services, must be advanced and paid in advance by Sponsor. PPD shall be under no obligation to incur any such vendor or subcontractor fees until such fees are received by Sponsor. In addition, in certain circumstances PPD may require investigator grants to be advanced by Sponsor at the timeframes mutually agreed upon by the parties.

Charges for Services. Sponsor shall pay PPD for the all Services performed under this Agreement and any Project Addendum (“Direct Fees”) in accordance with the rates or unit prices for such Services set forth in such Project AddendumAddendum which shall be inclusive of any and all applicable taxes unless expressly stated otherwise; with the exception of taxes required to be added to invoicing issued by PPD as required by local regulations, such as VAT or GST in Australia. Sponsor shall also reimburse PPD for the reasonable all out-of-pocket expenses incurred in connection with the performance of the Services with respect to a Project, including, without limitation, investigator grants and fees, reasonable travel expenses, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee fees, and other “pass through” expenses reasonably expected to be incurred in connection with performing the Services (collectively, the “Pass Through Costs”)) and agreed in advance in writing with Sponsor through inclusion in the relevant Project Addendum and subject to production of reasonable documentary proof of such expenditure if requested by Sponsor. PPD shall obtain the approval of Sponsor, not to be unreasonably withheld or delayed, prior to incurring any All Pass Through Costs that exceed the Pass Through Costs specified in a Project Addendum by more than [*] percent ([*]%)invoiced to Sponsor will be at actual cost with no xxxx-up for administration or overhead. Except as otherwise expressly provided in a Project Addendum, PPD shall submit to Sponsor for each Project a monthly invoice describing the Services performed on such Project, the Direct Fees due for such Services, and all Pass Through CostsCosts paid by PPD and identifying the relevant Project and Project Addendum. Sponsor shall pay the each undisputed portion of a monthly invoice within thirty (30) days of receipt of said invoice. If payment is not received by PPD within such thirty-day period, PPD shall provide notice to Sponsor in writing of such unpaid invoice. In the event that Sponsor disputes one or more items in an item in a monthly invoice, Sponsor shall will notify PPD in writing within ten (10) working days of receipt of the nature invoice and amount such notice shall contain a reasonably specific description of the item(s) being disputed and the basis therefor. PPD will respond to Sponsor in writing within ten (10) working days of receipt of the notification. The parties shall use good faith efforts to resolve the dispute within sixty (60) days of receipt of the invoice. If PPD and Sponsor resolve said dispute Sponsor shall pay the disputed amount within thirty (30) days of receipt resolution of such invoice. If Sponsor fails to notify PPD of a dispute within such thirty (30) day period, all such disputes shall be deemed waived and Sponsor shall pay the invoice in full. The parties shall, promptly and in good faith, reconcile the said dispute, and Sponsor shall pay reconciled amounts within ten (10) days of reconciliation. PPD shall have no obligation to pay subcontractor costs or investigator grant payments to any subcontractor or investigator site (the “Site”) for conduct of services related to a Project until PPD has received payment of such Pass Through Costs from Sponsor. Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that certain vendor and subcontractor contracts, including without limitation, contracts for investigator meetings and patient recruitment services, must be advanced and paid in advance up front by Sponsor. PPD shall be under no obligation to incur any such vendor or subcontractor fees until such fees are received by from Sponsor. In addition, in certain circumstances circumstances, PPD may require investigator grants to be advanced by Sponsor at the timeframes mutually agreed upon by the parties.

Charges for Services. Sponsor shall pay PPD for the all Services performed under this Agreement and any Project Addendum (“Direct Fees”) in accordance with the rates or unit prices for such Services set forth in such Project Addendum, including any cap in fees agreed upon by the parties and identified in the Project Addendum. Sponsor shall also reimburse PPD for the reasonable all out-of-pocket expenses incurred in connection with the performance of the Services with respect to a Project, including, without limitation, investigator grants and fees, travel expenses, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee fees, and other “pass through” expenses reasonably expected to be incurred in connection with performing the Services to the extent such expenses have been approved by Sponsor in advance (collectively, the “Pass Through Costs”). PPD shall obtain the approval of Sponsor, not to be unreasonably withheld or delayed, prior to incurring any Pass Through Costs that exceed the Pass Through Costs specified in a Project Addendum by more than [*] percent ([*]%). Except as otherwise expressly provided in a Project Addendum, PPD shall submit to Sponsor for each Project a monthly invoice describing the Services performed on such Project, the Direct Fees due for such Services, and all Pass Through CostsCosts paid by PPD. Sponsor shall pay the undisputed portion of a monthly each invoice within thirty (30) days of receipt of said invoice. In the event that Sponsor disputes an item in a monthly invoice, Sponsor shall notify If payment is not received by PPD of the nature and amount of the dispute within thirty (30) days of receipt of such invoice. If Sponsor fails to notify PPD of a dispute within such thirty (30) thirty-day period, all PPD shall provide notice to Sponsor in writing (e-mail is sufficient) of such disputes shall be deemed waived and unpaid invoice. Should Sponsor shall pay the invoice in full. The parties shall, promptly and in good faith, reconcile the dispute, and Sponsor shall pay reconciled fail to make payment to PPD on such unpaid amounts within ten (10) days of reconciliationSponsor’s receipt of such written notice, Sponsor’s nonpayment thereof shall be considered a default. PPD shall have no obligation to pay subcontractor costs Subcontractor (as defined in Section 14.11) costs, vendor costs, or investigator grant payments to any subcontractor Subcontractor, vendor or investigator site (the “Site”) for conduct of services by such Site related to a Project until PPD has received payment of such Pass Through Costs from Sponsor. Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that certain vendor and subcontractor Subcontractor contracts, including without limitation, contracts for investigator meetings and patient recruitment services, must be advanced and paid in advance up front by Sponsor. PPD shall be under no obligation to incur any such vendor or subcontractor Subcontractor fees until such fees are received by from Sponsor. In addition, all investigator grants, if applicable and if approved in certain circumstances PPD may require investigator grants to advance by Sponsor, shall be advanced by Sponsor at the timeframes mutually agreed upon by the parties.

Charges for Services. Sponsor shall pay PPD for the all Services performed under this Agreement and any Project Addendum (“Direct Fees”) in accordance with the rates or unit prices for such Services set forth in such Project Addendum. Sponsor shall also reimburse PPD for the reasonable all out-of-pocket expenses incurred in connection with the performance of the Services with respect to a Project, including, without limitation, investigator grants and fees, travel expenses, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee fees, and other “pass through” expenses reasonably expected to be incurred in connection with performing the Services (collectively, the “Pass Through Costs”). PPD shall obtain the approval of Sponsor, not to be unreasonably withheld or delayed, prior to incurring any Pass Through Costs that exceed the Pass Through Costs specified in a Project Addendum by more than [*] percent ([*]%). Except as otherwise expressly provided in a Project Addendum, PPD shall submit to Sponsor for each Project a monthly invoice describing the Services performed on such Project, the Direct Fees due for such Services, and all Pass Through CostsCosts paid by PPD. Sponsor shall pay the undisputed portion of a monthly each invoice within thirty forty five (3045) days of receipt of said invoice. In the event that If payment is not received by PPD within such forty five-day period, PPD shall provide notice to Sponsor disputes an item in a monthly invoice, Sponsor shall notify PPD of the nature and amount of the dispute within thirty writing (30e-mail is sufficient) days of receipt of such unpaid invoice. If Sponsor fails to notify PPD any portion of a dispute within such thirty (30) day periodan invoice is disputed, all such disputes shall be deemed waived and Sponsor shall pay the invoice undisputed amounts in full. The parties shall, promptly and in good faith, reconcile accordance with the disputeterms above, and Sponsor the Parties shall pay reconciled amounts within ten (10) days of reconciliationuse good faith efforts to resolve differences or discrepancies with regard to any disputed amount as soon as practicable. PPD shall have no obligation to pay subcontractor costs Subcontractor (as defined in Section 14.11) costs, vendor costs, or investigator grant payments to any subcontractor Subcontractor, vendor or investigator site (the “Site”) for conduct of services related to a Project until PPD has received payment of such Pass Through Costs from Sponsor. Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that certain vendor and subcontractor Subcontractor contracts, including without limitation, contracts for investigator meetings and patient recruitment services, must be advanced and paid in advance up front by Sponsor. PPD shall be under no obligation to incur any such vendor or subcontractor Subcontractor fees until such fees are received by from Sponsor. In addition, in certain circumstances PPD may require all investigator grants to shall be advanced by Sponsor at the timeframes mutually agreed upon by the parties.

Charges for Services. Sponsor shall pay PPD for the all Services performed under this Agreement and any Project Addendum (“Direct Fees”) in accordance with the rates or unit prices for such Services set forth in such Project Addendum. Sponsor shall also reimburse PPD for the reasonable all out-of-pocket expenses incurred in connection with the performance of the Services with respect to a Project, including, without limitation, investigator grants and fees, travel expenses, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee fees, and other “pass through” expenses incurred in connection accordance with performing the budget for the Services and included in the applicable Project Addendum (collectively, the “Pass Through Costs”). PPD shall obtain the approval of Sponsor, not to be unreasonably withheld or delayed, prior to incurring any Pass Through Costs that exceed the Pass Through Costs specified in a Project Addendum by more than [*] percent ([*]%). Except as otherwise expressly provided in a Project Addendum, PPD shall submit to Sponsor for each Project a monthly invoice describing the Services performed on such Project, the Direct Fees due for such Services, and all Pass Through CostsCosts paid by PPD. Sponsor shall pay the undisputed portion of a each monthly invoice within thirty (30) days of receipt of said invoice. In invoice to the event that Sponsor disputes an item in a monthly invoice, Sponsor shall notify PPD of extent consistent with the nature and amount of the dispute within thirty (30) days of receipt of such invoice. If Sponsor fails to notify PPD of a dispute within such thirty (30) day period, all such disputes shall be deemed waived and Sponsor shall pay the invoice in full. The parties shall, promptly and in good faith, reconcile the dispute, and Sponsor shall pay reconciled amounts within ten (10) days of reconciliationapplicable budget and/or payment schedule. PPD shall have no obligation to pay subcontractor costs or investigator grant payments to any subcontractor or investigator site (the “Site”) for conduct of services related to a Project until PPD has received payment of such Pass Through Costs from Sponsor. In connection with any contract between PPD and a third party that will perform Services as contemplated herein, provided that Sponsor has reviewed and approved the execution and delivery of such contract, then, it is the parties’ express intent that such third party shall be a third party beneficiary to this Agreement to the extent necessary to enforce payment by Sponsor of any monies owed by PPD to the Site or Subcontractor for Services under such reviewed and approved contract. Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that certain vendor and subcontractor contracts, including without limitation, contracts for investigator meetings and patient recruitment services, must be advanced and paid up front by Sponsor as provided in advance by Sponsorthe applicable budget. PPD shall be under no obligation to incur any such vendor or subcontractor fees until such fees are received by Sponsor. In addition, in certain circumstances circumstances, PPD may require investigator grants to be advanced by Sponsor at the timeframes mutually agreed upon by the parties.

Charges for Services. Sponsor shall pay PPD [ * * * ] for the all Services performed under this Agreement and any Project Addendum (“Direct Fees”) in accordance with the rates or unit prices for such Services set forth in such Project Addendum. Sponsor shall also reimburse PPD [ * * * ] for the reasonable all out-of-pocket expenses *** Text Omitted and Filed Separately with the Secretary of the Commission Confidential Treatment Requested [ * * * ] Master Services Agreement incurred in connection with the performance of the Services with respect to a Project, including, without limitation, investigator grants and fees, travel expenses, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee fees, and other “pass through” expenses incurred in connection accordance with performing the budget for the Services and included in the applicable Project Addendum (collectively, the “Pass Through Costs”). PPD shall obtain the approval of Sponsor, not to be unreasonably withheld or delayed, prior to incurring any Pass Through Costs that exceed the Pass Through Costs specified in a Project Addendum by more than [*] percent ([*]%). Except as otherwise expressly provided in a Project Addendum, PPD [ * * * ] shall submit to Sponsor for each Project a monthly invoice describing the Services performed on such Project, the Direct Fees due for such Services, and all Pass Through CostsCosts paid by [ * * * ]. Sponsor shall pay the undisputed portion of a each monthly invoice within thirty (30) [ * * * ] days of receipt of said invoiceinvoice to the extent consistent with the applicable budget and/or payment schedule. In the event that Sponsor disputes an item in a monthly invoice, Sponsor shall notify PPD of the nature and amount of the dispute within thirty (30) days of receipt of such invoice. If Sponsor fails to notify PPD of a dispute within such thirty (30) day period, all such disputes shall be deemed waived and Sponsor shall pay the invoice in full. The parties shall, promptly and in good faith, reconcile the dispute, and Sponsor shall pay reconciled amounts within ten (10) days of reconciliation. PPD [ * * * ] shall have no obligation to pay subcontractor costs or investigator grant payments to any subcontractor or investigator site (the “Site”) for conduct of services related to a Project until PPD [ * * * ] has received payment of such Pass Through Costs from Sponsor. In connection with any contract between [ * * * ] and a third party that will perform Services as contemplated herein, provided that Sponsor has reviewed and approved the execution and delivery of such contract, then, it is the parties’ express intent that such third party shall be a third party beneficiary to this Agreement to the extent necessary to enforce payment by Sponsor of any monies owed by [ * * * ] to the Site or Subcontractor for Services under such reviewed and approved contract. Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that certain vendor and subcontractor contracts, including without limitation, contracts for investigator meetings and patient recruitment services, must be advanced and paid up front by Sponsor as provided in advance by Sponsorthe applicable budget. PPD [ * * * ] shall be under no obligation to incur any such vendor or subcontractor fees until such fees are received by Sponsor. In addition, in certain circumstances PPD circumstances, [ * * * ] may require investigator grants to be advanced by Sponsor at the timeframes mutually agreed upon by the parties.