Common use of Prices and Payment Clause in Contracts

Prices and Payment. (a) Pricing shall be as stated in Appendix 2, Price Schedules, and shall remain firm for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed in writing by Buyer. Unless otherwise stated on the face of the Purchase Order, payment terms are [...***...] from the Payment Start Date (defined below). The Payment Start Date is the later of the required date identified on the Purchase Order, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest at the rate of [...***...]; such interest will be simple interest, calculated for each day elapsed in a given month. (i) Price Schedules will be issued by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...

Prices and Payment. (a) Pricing shall be as stated 6.1 Set forth herein in Appendix 2, Price Schedules, and shall remain firm for Exhibit M is the Forecasted Volume of Wafers by Process that ▇▇▇▇▇▇▇▇▇ will purchase from National during the term of such Price Schedulesthis Agreement. No extra charges Set forth in Exhibit N hereto are the prices which ▇▇▇▇▇▇▇▇▇ shall pay to National for Wafers manufactured hereunder during the first six (6) fiscal periods of any kind will be allowed unless specifically agreed in writing by Buyer. Unless otherwise stated this Agreement. 6.2 The Parties hereby acknowledge that the prices ▇▇▇▇▇▇▇▇▇ shall pay to National for silicon wafers manufactured pursuant to this Agreement are based on the face of collateral transactions and ongoing relationship between the Parties as expressed in the Purchase OrderAgreement, payment terms are [...***...] from Revenue Side Letter and corresponding ▇▇▇▇▇▇▇▇▇ Foundry Services Agreement, ▇▇▇▇▇▇▇▇▇ Assembly Services Agreement, and Mil/Aero Wafer and Services Agreement of even date herewith between the Payment Start Date Parties (defined belowcollectively the "Operating Agreements"). The prices which ▇▇▇▇▇▇▇▇▇ shall pay to National for Wafers manufactured hereunder after the first six (6) fiscal periods of this Agreement are set forth herein at Exhibit L. In addition, Products that qualify will be subject to a die cost adjustment as provided in Exhibit E. 6.3 For purposes of Exhibit L, ▇▇▇▇▇▇▇▇▇, or any "Big 6" accounting firm designated by ▇▇▇▇▇▇▇▇▇, shall have reasonable rights to audit not more than twice each fiscal year the books and records of National relevant to the pricing terms of this Agreement in order to come to agreement with National with regard to National's actual manufacturing costs. 6.4 Prices are quoted and shall be paid in U.S. Dollars. Such prices are on an FOB ship point basis. Payment Start Date is terms are net thirty (30) from date of invoice. Miscellaneous services may be invoiced separately. 6.5 ▇▇▇▇▇▇▇▇▇ shall pay, in addition to the later of the required date identified on the Purchase Orderprices quoted or invoiced, the received date amount of any freight, insurance, special handling and duties. ▇▇▇▇▇▇▇▇▇ shall also pay all sales, use, excise or other similar tax applicable to the sale of goods or provision of services in Buyer’s receiving systemcovered by this Agreement, or ▇▇▇▇▇▇▇▇▇ shall supply National with an appropriate tax exemption certificate. 6.6 ▇▇▇▇▇▇▇▇▇ shall in no event be required to pay prices in excess of those charged by National for other third party foundry customers, for substantially similar products sold on substantially similar terms (e.g., volume, payment terms, manufacturing criteria, contractual commitments vs. spot buys, etc.). In the date event National desires to perform such foundry services for other third party customers at such lower prices, National shall immediately notify ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ shall begin receiving the benefit of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest such lower price at the rate of [...***...]; same time as such interest will other third party customer. This Paragraph 6.6 shall not apply to the prices to be simple interest, calculated for each day elapsed in a given month. (i) Price Schedules will be issued paid by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] at such time that the Seller achieves the required line rate ▇▇▇▇▇▇▇▇▇ hereunder for the new utilization levelfirst twelve (12) fiscal periods of this Agreement, or for "spot buys" intended to fill underutilized capacity thereby caused by ▇▇▇▇▇▇▇▇▇. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...

Prices and Payment. (a) Pricing shall be as stated in Appendix 2, Price Schedules, and shall remain firm for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed to in writing by Buyer. Unless otherwise stated on the face of the Purchase Order, payment terms are [...***...] from the Payment Start Date (defined below). The Payment Start Date is the later of the required date identified on the Purchase Order, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest at the rate of [...***...]; such interest will be simple interest, calculated for each day elapsed in a given month. (i) Price Schedules will be issued by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii1(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be 2 [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv1(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v1(b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...…***...…] in Section l(b)(i1(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...]

Prices and Payment. (a) Pricing shall be The prices and terms of this Contract are not subject to any anticipation or any discount to any rebate or modification, or to any trade custom, except as stated shown on the face hereof. Notwithstanding the foregoing, in Appendix 2view of Seller's fluctuating costs, Price Schedulescurrency fluctuations, and shall remain firm other factors affecting Seller, prices set forth in this Contract for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed in writing Goods are subject to change by BuyerSeller from time to time without notice. Unless otherwise stated indicated on the face hereof, each shipment of the Purchase Order, payment terms are [...***...] from the Payment Start Date Goods (defined below). The Payment Start Date whether or not it is the later an installment shipment) must be paid for in full within 30 days of the required date identified on the Purchase Order, the received date of the goods invoice for such shipment, subject to any right of seller contained in this Contract to demand earlier payment. Invoices must be paid in the currency in which they are issued. All bank fees for EFT payments, for remitting bank and/or receiving bank, are the responsibility of the customer. Invoices are to be paid in full. III. INVOICING PROCESS. Invoices will be sent to you as products or services in Buyer’s receiving systemitems are shipped. If a portion of your order is on backorder, placed on hold by you, or subject to other holdups, you will only be invoiced for the date of receipt of valid invoice products which have shipped. Separate invoices can be expected until your order has been completely fulfilled. If you are paying by Buyer. The received date Credit Card, an authorization (hold on funds) for the full amount of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” order may be initiated just prior to the time of Appendix 3the initial shipment. All payments due from Buyer and not paid [...***...] For orders with multiple delivery dates, the Payment Start Date will accrue interest at remaining balance of the rate of [...***...]; such interest entire order will be simple interestauthorized prior to each shipment. Authorization (hold on funds) from your bank may be in effect for 24 hours and/or up to 10 days, calculated depending upon your ILQDQFLDO LQVWhLe WinvXoiWcedLaRmoQun¶t oVf theUgXooOdsHshVipp ed w2illQbeOc\har geWd against your Credit Card. You are responsible for each day elapsed all bank fees for EFT/ACH payments, for both the remitting bank and receiving bank. Invoices are to be paid in a given month. (i) Price Schedules will be issued by Seller along with the Bills of Materials and, except as set forth below, remain firm full. Hamamatsu is not responsible for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified any associated fees unless explicitly agreed to in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production prior to the required line rate for the new utilization levelinvoicing. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...

Prices and Payment. 4.1. WRS is granted a discount of 25% (atwenty five percent) Pricing in that WRS ------------------------- shall be pay Supplier 75% of Supplier's Product Price List of 75% of the actual sales price, whichever is greater WRS recognizes that SUPPLIER pricing varies by country and will honor the pricing structure for each country in which WRS sells SUPPLIER products. WRS will not knowingly sell SUPPLIER products in a location of lower pricing for shipment to another country where pricing is higher. WRS will work diligently to enforce SUPPLIER pricing by country in a manner consistent with its own practices. The Product Price List attached as stated Exhibit B is the one in Appendix 2effect as of the effective date of this Agreement. Prices are quoted exclusive of taxes, Price Schedulesshipping, and shall remain insurance charges. 4.2. The Product Prices and discounts set forth in Exhibit B are firm for at least 6 (six) months after the execution hereof. After the expiration of such period, Supplier may, at any time, change the suggested retail prices for Products and applicable discounts by providing at least 60 (sixty) days' prior written notice of the change. Such new price shall apply to all product orders received after the effective date of the change set forth in such written notice. 4.3. If the parties have agreed to use the WRS Inventory Method, WRS shall prepare and deliver to Supplier within thirty (30) days of the last day of each WRS fiscal quarter during the term of such Price Schedulesthis Agreement a written report which shall describe all Products sold by WRS, and a check for the corresponding amount of fees payable to Supplier. 4.4. No extra charges If the parties have agreed to the Supplier Drop Ship Method, Supplier shall issue an invoice to WRS upon Product shipment, payable net thirty days. 4.5. Amounts payable to Supplier under this Agreement are payable in full to Supplier with deduction and are net of any kind will be allowed unless specifically agreed in writing by Buyertaxes (including any sales, use, excise, ad volorem, property, withholding, value added tax, or other tax), tariffs, duties or assessments. Unless otherwise stated on WRS shall pay and shall indemnify and hold Supplier harmless from all such taxes and customs duties payable with respect to the face sale and purchase of Products under this Agreement. When Supplier has the Purchase Order, payment terms are [...***...] from the Payment Start Date legal obligation (defined below). The Payment Start Date is the later independent of the required date identified on the Purchase Orderthis Agreement) to collect such taxes, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest at the rate of [...***...]; such interest will be simple interest, calculated for each day elapsed in a given month. (i) Price Schedules will be issued by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, appropriate amount shall be [...***...] at such time that added to WRS's invoice and paid by WRS unless WRS provides Supplier with a valid tax exemption certificate authorized by the Seller achieves the required line rate for the new utilization levelappropriate taxing authority. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...

Prices and Payment. 9.1. The Contract Price for the Verification Servicesshall not exceed EUR2 595 125,03 (a) Pricing two million five hundred ninety-five thousand one hundred twenty-five euro and three cents), excluding VAT, such amount being payable in case of proper and full completion of all the Verification Services provided by the Verification Programmeand subject to conditions set-forth in the Contract. 9.2. For clarity, it is confirmed that the Principalshall not be obliged to order all Verification Servicesprescribed under the Verification Programme(i.e., issue Orders in respect of all Work Packagesa)nd to use the entire Contract Price, as NoBo shall only be paid for theVerification Services(completed Work Packages,)which have been ordered by the Principaland provided by NoBo as per the terms and conditions of the Contract. 9.3. The Remuneration payable to NoBo for thespecific Work Package, is provided in NoBsubmitted by NoBo, hereby attached as Annex6 which shall be split into separate instalments and be payable by the Principal to the NoBo according to the schedule set forth in Annex 5. For clarity, the amount payable to NoBo for the completed Work Package shall be the fixed amount provided in theAnnex 6 of the Contract as stated submitted by NoBo. 9.4. Other amounts, such as price per kilometre and hourly rate, are provided in Appendix 2theNoB Tenderfor clarity and shall not affect any paymentsto NoBo, Price Schedulesexcept where the Remuneration (regarding the Work Package concerned)is calculated based on the number of kilometres and the actual number of kilometres under the specific Work Package is different to the number of kilometres provided under the Work Package concerned by more thanten percent (10%), in which case the Remuneration under the Work Packageconcerned shall be recalculated by taking the actual number of kilometres. As a result, the Principal and NoBo shall update the Verification Programmeat the earliest conveniencepursuant to the Contract conditions. 9.5. The Remuneration forcompletion of the Work Packages shall be paid to NoBo on a quarterly (three-months) basis, the first quarter ending on the last day of the month in which the Transfer-Acceptance ▇▇▇▇▇▇▇ signed by the Principal and NoBo with regards to the first Work Package completed hereunder by ▇▇▇▇. 9.6. The Remuneration payment pre-conditions are: the Transfer-Acceptance Deed and the for the completed Work Package(s). 9.7. The Remunerationshall be paid to NoBo within sixty (60)calendar days upon expiration of a quarter within which NoBo and the Principal signed the Transfer-Acceptance Deedin respect of the particular Work Packageand the Principal received and accepted the respective invoice from NoBo. 9.8. Where the respective part of the Verification Services (i.e., particular Report, ISV and/or verification) is not completed (i.e., the Report, ISV and/or due to the Principal Principal in termination of the Contract or provision of respective part of the Verification Services, NoBo shall be paid part of the Remuneration for the respective Verification Servicesconcerned, in proportion to the work performed by NoBo for the purpose of completion of the respective Verification Services. 9.9. The invoices issued by NoBo shall, inter alia, specify thefollowing administrative requisites:* Regarding invoicesconcerning the Principaland the Beneficiary in Latvia Regarding invoicesconcerning the Beneficiaryin Estonia Regarding invoicesconcerning the Beneficiaryin Lithuania Title: RB Rail AS Title: RAIL BALTIC ESTONIA OÜ Title: Registration No40103845025 Registration No 12734109 Registration No305202934 Tax registration NoLV40103845025 Tax registration NoEE101954107 Tax registration NoLT100012666211 Address: -▇, ▇▇▇▇, ▇▇-1010 Address:▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ Address:▇▇▇▇▇▇▇▇ ▇. ▇▇, ▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Bank: Bank:AS SEB Pank Bank:Swedbank, AB Account No: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Account No:▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Account No:▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Code:NDEALV22 Code:▇▇▇▇▇▇▇▇ Code:73000, SWIFTHABALT22 E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ E-mail: Invoice shall be provided to the - tool pursuant to the procedures set- forth in Clause 9.11.2 of the Contract. E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇ Invoice shall be provided to the Beneficiary in Lithuania via E pursuant to the procedures set-forth in Clause 9.11.3 of the Contract. Contract No Contract No Contract No CEF Contract No INEA/CEF/▇▇▇▇/M●[ ]/[●]Activity No [●]) CEF Contract No INEA/CEF/▇▇▇▇/M●[ ]/[●]Activity No [●]) CEF Contract No INEA/CEF/▇▇▇▇/M●[ ]/[●]Activity No [●]) Payments quarter: Payments quarter: Payments quarter: NoBo performance territory: the Republic of Latvia NoBo performance territory: the Republic of Estonia NoBo performance territory: the Republic of Lithuania Verification Services: Verification Services: Verification Services: Payment basis:regular quarterly payment / regular quarterly payment and partial payment as per Clause 8.14 of the Contract Payment basis: regular quarterly payment / regular quarterly payment and partial payment as per Clause 8.14 of the Contract Payment basis: regular quarterly payment / regular quarterly payment and partial payment as per Clause 8.14 of the Contract * In order to avoid any doubt, it shall be noted that in case if the specific Work Packagecovers the Verification Services which shall be paid from more than one financing source,separate invoices shall be issued by NoBo with respect to the specific financing sources. To achieve this administrative task, the Principal and NoBo will cooperate based on cooperation principles set-forth in Clause 1.6 of the Contract. 9.10. Before issuance of the invoices pursuant to Clause 9.of the Contract NoBo shall send the invoices to thePrincipal electronically to the e-mail: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Upon receipt of the specific invoice the Principal shall verify its contents and submit it to the corresponding Beneficiary(where relevant)to carry out verification of the specific invoice. 9.11. Provided that the specific invoice is compliant with the Contract conditions and precisely reflects theamount of services completed by NoBo, the Principal shal:l 9.11.1. Accept the invoice as regards the Verification Servicesto be provided concerning the Latvian part of the Project and related to the activities of the Principal and/or the Beneficiary in Latvia, as the case may be. 9.11.2. Accept the invoice as regards the Verification Servicesto be provided concerning the Estonian part of the Project and related to the activities of theBeneficiaryin Estoniaand request the NoBo to send the invoice to the Beneficiary in Estonia through e-invoices system(in Estonian language: e-arved ) as applicable in the Republic of Estonia. 9.11.3. Accept the invoice as regards the Verification Services to be provided concerning the Lithuanian part of the Project and related to the activities of theBeneficiaryin Lithuania and request the NoBoto send the invoice to the Beneficiary in Lithuania through e-invoices system (in Lithuanian language: ) as applicable in the Republic of Lithuania.Towards the Beneficiary in Lithuania payment deadline set-forth in Clause 9.7 of the Contract shall be triggered from the moment thefinal invoice is issued E. system. It shall be noted that payments for the invoice could be separated (e.g,. VAT paid separately). 9.12. All payments to NoBo under the Contract shall be made by the Principalwith regards to the Verification Services provided in the Republic of Latvia, by the Beneficiary in Lithuania with regards to the Verification Services provided in Lithuania, and by the Beneficiary in Estonia with regards to the Verification Servicesprovided in Estonia. For the avoidance of doubt, the Beneficiary in Latvia shall remain firm make no payments to NoBo under the Contract with regards to the Verification Services provided in the Republic of Latvia. 9.13. All payments to NoBo under the Contract shall be carried outby transferring the payment to the bank account of NoBoindicated in the Contractand on the invoices. 9.14. The paymentfor Remunerationfor the Inception Report shall be made in equal parts by each of: the Principal, the Beneficiaryin Lithuania and the Beneficiaryin Estonia. In this respect NoBo shall issue separate invoices for each payer. 9.15. The time of the term payment shall be the date evident on the payment order of such Price Schedulesthe Principal or the respective Beneficiary, as the case may be. 9.16. No extra charges For avoidance of doubts, the mere fact of payment for theVerification Services(respective part thereof) shall not deprive the Principal of any kind will of its rights under the Contract or Law to raise claims as regards the timelines and/or quality of the provided Verification Services. 9.17. Should the Principal and NoBoagree, to the extent permitted by Laws, regarding the provision of additional services, other than the Verification Services, the fees chargeable for such additional services shall not exceed (having regard of and by application of the rules of the Contract on indexation) those charged for equivalent Verification Servicesprescribed under the present Contract. 9.18. If the Principal or any of the Beneficiaries has a claim of contractual penalty, direct damagesor other amounts against NoBo due to non-performance of the Contract, the Principal or the Beneficiary in Lithuania or the Beneficiary in Estonia (as applicable) shall have the right to deduct the relevant amount from the part of the amount payable by submitting the relevant reasoned statement of se-toff (for avoidance of doubts, in case ofthe Beneficiaryin Lithuaniaand the Beneficiaryin Estonia, such statement shall be allowed unless specifically agreed in writing submitted to NoBo by Buyerthe Principal or by the Beneficiarythrough the Principal), i.e. the Principal or the Beneficiaryin Lithuania, or the Beneficiaryin Estonia, as the case may be,is entitled to set-off the claim of a contractual penalty or direct damagesor another amount against the invoices payable to NoBo. The statement shall be submitted at the same time as the payment or within a reasonable time period after the execution of the payment, or if the amount owed by NoBo exceeds the amount of the payment, at the latest on the date the payment would have fallen due. 9.19. Unless otherwise stated on agreed by the face Principal and the respectiveBeneficiaryand outlined to NoBo in the written form by the Principal, the set-off by, specifically, the Principal,the Beneficiaryin Lithuania or the Beneficiaryin Estonia, of a claim against NoBois only permissiblewith regards to the claim of NoBo against, respectively,the Principal, the Beneficiary in respective state (for clarity, as an example, the Beneficiary in Estonia (acting through the Principal) is not entitled to set-off its claim against Verification Servicesagainst the Principal orthe Beneficiaryin Lithuania). 9.20. NoBo shall notify and/or register in an appropriate legal manner and form with tax authorities and other such revenue services in all of the Purchase Ordercountries, payment terms are [...***...] from where such notification/registration is required. NoBo shall provide the Payment Start Date (defined below)Principalwith all the registration/tax residence or other such certificates, as may be required by thePrincipal and pursuant to Laws. The Payment Start Date Principal is the later entitled to make any deductions from payments to NoBo hereunder in case of absence of such certificates and/or as required by Law. 9.21. NoBo shall notify and/or register in an appropriate legal manner and formwith national commercial registration authorities and other such institutions in all of the countries, where such notification/registration is required. NoBo shal provide the Principal with all the registration or other documents, as may be required date identified on by the Purchase Order, the received date Principal and pursuant to Laws.The Principal is entitled to make any deductions from payments to NoBo hereunder in case of the goods or services in Buyer’s receiving system, or the date absence of receipt of valid invoice such documents and/or as required by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest at the rate of [...***...]; such interest will be simple interest, calculated for each day elapsed in a given monthLaw. (i) Price Schedules will be issued by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...

Prices and Payment. (a) Pricing 8.1 The price payable to SANOFI CHIMIE by VIVUS for the performance of Services shall be as stated in Appendix 2, Price Schedules, and shall remain firm follows: - *** Such price is for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed in writing by Buyer. Unless otherwise stated on the face delivery of the Purchase Order, payment terms are [...API ***...] from * in Europe at the Payment Start Date (defined below). The Payment Start Date is the later site of the required date identified on the Purchase Order, the received date of the goods or services in Buyer’s receiving systemtablet manufacture, or *** outside Europe at the date site of receipt tablet manufacture (Incoterms® 2010). 8.2 Title to the API, including the assignment of valid invoice by Buyer. The received date of all intellectual property rights with regard to the goods in Buyer’s receiving system shall occur Results as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...Article 10 hereunder, shall pass to VIVUS upon ***...] . Notwithstanding the Payment Start Date will accrue interest at retention of title, transfer of the rate of [...risks on the API shall occur upon ***...]; . For clarity, to the extent that SANOFI CHIMIE or its AFFILIATE manufactures avanafil tablets using the API, the risk of loss to the API during the manufacturing of such interest tablets will be simple interest, calculated for each day elapsed addressed in the a given monthseparate tablet manufacturing agreement. (i) Price Schedules will be issued by Seller along with 8.3 During the Bills term of Materials andthis Agreement, except as set forth below, remain firm for such production year until SANOFI CHIMIE shall invoice VIVUS upon shipment on the issuance basis of the next October Orders applicable price at the following address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Mountain View, CA 94040 Attention: Accounts Payable With an electronic copy to: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ VIVUS shall make all payments for all deliveries in euros, by Buyer. The price per Component produced during bank transfer to a bank account to be designated by SANOFI CHIMIE within forty-five (45) calendar year will be stated in days of the Price Schedulesinvoice date. (ii) In circumstances in which Section l(b)(iii) applies8.4 As from *** for the first time, Price Schedules as set forth in Appendix 2and thereafter on a *** basis, the purchase price defined above shall be [...reviewed according to the latest available *** as shown by way of example in Exhibit 2 hereto, issued in *** of each year by ***...] at such time that . In addition, should any increase in the Seller achieves the required line rate price of any raw materials necessary for the new utilization levelmanufacture of the API result in an increase of more than *** percent of the cost of goods of API in one Calendar Year and should such increase not be compensated by the application of the variation of the *** pursuant to the above paragraph, then the Parties shall increase the price accordingly by applying the portion of the increase between *** percent and the effective total increase of the considered raw materials in addition to the application of the variation of the *** for the considered period. At VIVUS’s request, SANOFI CHIMIE shall provide written documentation evidencing any price increase in raw materials for which SANOFI CHIMIE seeks an adjustment of the price hereunder. (iii) In circumstances in which Section l(b)(iv) applies8.5 VIVUS and SANOFI CHIMIE, Price Schedules through specifically designated personnel of each Party, shall collaborate on a regular basis during the term of the Agreement to identify, track and review specific cost-saving improvement opportunities relating to the manufacturing process of the API hereunder and shall agree on funding for required technical or other resources to develop such improvements. Clearly identified and mutually agreed savings resulting from such improvements and their implementation costs shall be [...***...] at such time that shared equally by the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies Parties and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered be so reflected in the year corresponding to the October Orders [...***...purchase price.

Prices and Payment. (a) Pricing 5.1 From the Effective Date until December 31, 2020, Sanofi Pasteur shall pay TBio the price for the Non-clinical and Clinical Supply as set out in Schedule A and in any subsequent Work Orders issued by Sanofi Pasteur hereunder, to which price shall be added a ▇▇▇▇-up of [**] percent ([**]%) for all applicable costs and expenses scheduled to be incurred, and activities scheduled to occur, under such Work Orders prior to January 1, 2021, and to which price shall be added a ▇▇▇▇-up of [**] percent ([**]%) for all applicable costs and expenses scheduled to be incurred, and activities scheduled to occur, under such Work Orders on or after January 1, 2021. 5.2 Beginning on January 1, 2021, Sanofi Pasteur shall pay TBio the price for the Non-clinical and Clinical Supply as stated set out in Appendix 2Schedule A and in any subsequent Work Orders issued by Sanofi Pasteur hereunder, Price Schedulesto which price shall be added a ▇▇▇▇-up of [**] percent ([**]%) for all such Work Orders placed after January 1, 2021. 5.3 Beginning on the Second Closing Date, Sanofi Pasteur shall pay TBio, within [**] of receipt of a properly submitted invoice, a sum of [**] dollars ($[**]) per year, payable in four quarterly payments of $[**], to serve as pre-payment for Manufacturing Costs and the [**]% or [**]% ▇▇▇▇-up, as applicable, actually incurred hereunder. The first such quarterly payment shall be eligible for invoicing at the beginning of the first full calendar quarter following the Second Closing Date. In the event that Manufacturing Costs and the [**]% or [**]% ▇▇▇▇-up, as applicable, in a given quarter are less than the amount of the quarterly pre-payment, TBio shall credit the difference to future Manufacturing Costs and the [**]% or [**]% ▇▇▇▇-up, as applicable, incurred in the same calendar year. If a quarterly payment is insufficient to cover Manufacturing Costs and the [**]% or [**]% ▇▇▇▇-up, as applicable, for a given quarter, TBio shall invoice such additional Manufacturing Costs and the [**]% or [**]% ▇▇▇▇-up, as applicable, in that quarter. In the event of termination of this Agreement, Sanofi Pasteur shall pay any non-cancellable or already incurred Manufacturing Costs for the [**] following the effective date of such termination, and shall remain firm receive a refund of any unused credit. 5.4 TBio will invoice Sanofi Pasteur for the term manufacture of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed Non-clinical and Clinical Supply in writing by Buyer. Unless otherwise stated accordance with Schedule A on the face of the Purchase Order, payment terms are a [...**] basis for costs actually incurred over the previous [*...] from *]. In addition to the Payment Start Date (defined below). The Payment Start Date is the later applicable price, Sanofi Pasteur agrees to reimburse TBio for shipping, storage and duties levied on, each shipment of the required date identified on the Purchase OrderDeliverables, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid the corresponding invoice. 5.5 If there is any increase in the price for Deliverables estimated in any effective Work Order, TBio will issue to Sanofi Pasteur a change order for such Work Order for Sanofi Pasteur to approve the increase in price, where such Work Order will include prominent language that it requires a response within [...***...] or a prominently identified shorter time period if absolutely required because the Payment Start Date will accrue interest at applicable work is in progress. If Sanofi Pasteur fails to return an executed change order (or other written communication) approving the rate of increase in price within [...***...]; , or such interest will shorter time period if absolutely required, of TBio’s issuance of such change order, such Work Order shall be simple interestdeemed accepted, calculated and TBio may proceed with the work per the updated budget. 5.6 Each invoice shall include details for each day elapsed in a given month. (i) Price Schedules will be issued by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year charge corresponding to the October Orders items in Schedule A. 5.7 The Parties agree that the payment of such invoices shall be made in US Dollars by Sanofi Pasteur not later than [...**] from the date the invoice is received, and in any event before the date on which TBio must make a corresponding payment to its Service Provider(s) (advance notice of which TBio shall provide to Sanofi Pasteur in the relevant Work Order), by wire transfer to the following account: Company Name: Translate Bio MA, Inc. Bank Name: [*...*] Bank Address: [**] ABA Wire Transfer: [**] Account Number: [**] In the event that a Service Provider engaged in support of manufacturing of Product supplied hereunder demands payment in a foreign currency, TBio shall perform currency conversions in a manner consistent with its standard accounting practices applicable to any similar transaction. 5.8 All payments under this Supply Agreement shall be made by Sanofi Pasteur to TBio without deduction of any applicable withholding taxes. 5.9 TBio shall also issue invoices to Sanofi Pasteur using a modified Work Order for any Manufacturing Costs and the [**]% or [**]%, as applicable, that TBio is required by the applicable Service Provider to prepay and for which TBio seeks advance payment from Sanofi, but only to the extent such prepayment obligations exceed the any unused funds available from any of Sanofi Pasteur’s prior quarterly pre-payments (Section 5.2). 5.10 TBio shall notify Sanofi Pasteur if a Service Provider offers to reduce its portion of Manufacturing Costs or delivery times under a Work Order through payment to a Service Provider of upfront fees, and, if Sanofi Pasteur provides written approval thereof, TBio shall issue invoices to Sanofi Pasteur for the pro rata portion of such upfront fees attributable to Deliverables to be delivered under this Agreement. 5.11 Sanofi Pasteur agrees to pay all undisputed invoices under Sections 5.6 and 5.7 in accordance with Section 5.7 and the remainder of this Article 5. TBio shall have no obligation to transfer any affected Deliverable while any such undisputed invoice is both past due or outstanding. 5.12 To expedite resolution of any payment issues, the Parties shall be entitled to communicate with each other via the following Finance contacts: For TBio: [**] ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Lexington, MA 02421 [**] For SP: [**] ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ [**]

Prices and Payment. (a) Pricing shall be as stated in Appendix 2, Price Schedules, and shall remain firm for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed in writing by Buyer. Unless otherwise stated on the face of the Purchase Order, payment terms are [...***...] from the Payment Start Date (defined below). The Payment Start Date is the later of the required date identified on the Purchase Order, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest at the rate of [...***...]; such interest will be simple interest, calculated for each day elapsed in a given month. (b) (i) Price Schedules will be issued by Seller along with the Bills of Materials [...***...] and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...

Prices and Payment. (a) Pricing shall be as stated in Appendix 2, Price Schedules, and shall remain firm for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed to in writing by Buyer. Unless otherwise stated on the face of the Purchase Order, payment terms are [...***...] from the Payment Start Date (defined below). The Payment Start Date is the later of the required date identified on the Purchase Order, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest at the rate of [...***...]; such interest will be simple interest, calculated for each day elapsed in a given month. (b) (i) Price Schedules will be issued by Seller along with the Bills of Materials […***…] and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii1(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be 2 [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv1(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v1(b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...…***...…] in Section l(b)(i1(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...]

Prices and Payment. (a) Pricing 3.1 The unit prices to be paid for the Products listed on Appendix "A" hereto ordered pursuant to this Agreement during the twelve months ending July 31, 1998 shall be as stated in the prices specified on Appendix 2"B" hereto. The addition of new Products to Appendix "A" shall be subject to agreement by Customer and Manufacturer on appropriate pricing for such new Products, Price Schedules, and shall remain firm for the term of such Price Schedules. No extra charges of any kind which will be allowed unless specifically agreed specified in writing by Buyer. Unless otherwise stated on the face of the Purchase Order, payment terms are [...***...] from the Payment Start Date (defined below)an addendum to Appendix "B". The unit prices to be paid for replacement parts and accessories ordered pursuant to this Agreement shall be an amount determined as specified on Appendix "B" hereto. 3.2 Payment Start Date is terms for all Products sold hereunder shall be net thirty (30) days from the later of the date or receipt of invoice. Invoices not paid within fifteen (15) calendar days of when due shall bear a late charge (prime - price differential) of one percent (1%) per month from the date due as stated on such invoices until paid. Manufacturer may fax invoices which will be deemed received when transmitted to Customer's facility from which the purchase order relating thereto was issued or such other facility as Customer may designate in writing. 3.3 All replacement parts and accessories will be shipped to Customer's facilities as designated from time to time. Manufacturer shall not be required date identified to "drop ship" such items, or to ship them to locations other than Customer's facilities designated for such items. 3.4 The unit prices on Appendix B will be reduced by fifty percent (50%) of any cost savings realized by Manufacturer from changes in design, motors or other major components that are proposed by either party and accepted by the Purchase Orderother party; provided, however, that any impact that such change would have on Manufacturer's operating and production procedures shall be taken into account in determining the amount, if any, of any such cost savings. Effective as of the first day of each twelve-month period during the term of this Agreement, commencing August 1, 1998, any net increase in Manufacturer's costs of raw materials, supplies and components of Products from and after August 1, 1997, which are purchased in accordance with reasonable procurement practices at least as efficient as those currently followed by Manufacturer, will be reflected by an appropriate increase in the Materials component of Manufacturer's Standard Cost for the affected item, and any net increase in Manufacturer's labor costs from and after August 1, 1997 will be reflected by an appropriate increase in the Labor component of Manufacturer's Standard Costs. In the event of any such increase in Materials and/or Labor components of Manufacturer's Standard Costs, the received date unit prices on Appendix B will be increased to preserve the gross margins reflected in the unit prices in effect as of August 1, 1997 3.5 Notwithstanding the foregoing provisions of this Article 3, it is specifically understood by Customer and Manufacturer that in order for the Products to remain competitive within the market for home healthcare beds, pricing must remain competitive with market trends, yet at the same time each party understands that Manufacturer must maintain the right to charge reasonable prices that take into account direct and indirect manufacturing costs, capital investment and profit. If market trends result in such pricing of Products becoming non-competitive in the market for home healthcare beds, or if materials and labor costs involved in manufacturing the Products should increase based on inflation and other factors beyond Manufacturer's control, Customer and Manufacturer will in good faith discuss and consider a revision of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as Product pricing terms set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] this Article 3 in order to meet the Payment Start Date will accrue interest at the rate of [...***...]; such interest will be simple interest, calculated for each day elapsed in a given month. (i) Price Schedules will be issued by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance reasonable expectations of the next October Orders by Buyerparties. The price per Component produced during a calendar year will be stated This provision commits the parties to do no more than to meet and confer in good faith, and the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified in writing of Buyer’s reduction inability of the volume parties to agree to any modification of components ordered Price Schedules pricing based on discussions undertaken pursuant to this provision shall not excuse either party from performance of such party's obligations arising under this agreement or constitute cause for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization levelcancellation or termination of this agreement. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...

Prices and Payment. (a) Pricing The price(s) per cubic meter of the GASES and per unit of any PRODUCTS comprised of welding or industrial equipment or supplies (collectively, “WELDING PRODUCTS”), shall be as stated in Appendix 2, Price Schedules, and shall remain firm set forth herein. (b) The amount payable for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed in writing by Buyer. Unless otherwise stated on the face rental of the Purchase Order, payment terms are [...***...] from the Payment Start Date (defined below). The Payment Start Date is the later of the required date identified on the Purchase Order, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system CYLINDERS shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest be at the rate as specified on the reverse side of [...***...]this document. (c) The PRODUCT prices and CYLINDER rent specified herein may be increased by Linde at any time or from time to time, by giving the CUSTOMER at least thirty (30) days prior notice of such increase stating the amount or amounts thereof. The CUSTOMER shall be deemed to have agreed unless, within such thirty (30) days, the CUSTOMER furnishes satisfactory evidence of lower prices or CYLINDER rent for the PRODUCTS affected by an increase (“AFFECTED PRODUCTS”) quoted by a bona fide manufacturer or supplier; such interest will be simple interestin which case Linde may for a period of 60 days thereafter, calculated for each day elapsed elect in a given month.its sole discretion, to: (i) Price Schedules will be issued meet the lower prices or rent as quoted by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules.manufacturer or supplier; (ii) In circumstances reinstate the price(s) or rent in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] effect under this Agreement at such time that the Seller achieves the required line rate for the new utilization level.of said notice; or (iii) In circumstances terminate this Agreement with respect to the AFFECTED PRODUCTS. If Linde elects either (i) or (ii) herein, it shall have the right to extend the term of this Agreement for an additional five (5) year period. However, increases to the PRODUCT prices for PRODUCTS that are identified as exempt from this Section on the reverse side of this document do not, in which Section l(b)(iv) appliesany case, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization levelconstitute a price increase as contemplated by this Section. (ivd) In circumstances in which Section 1 (b)(v) applies Any and Seller has been notified in writing all taxes, present or future, on the sale, rental or shipment of Buyer’s reduction PRODUCTS hereunder, whether by virtue of Federal, Provincial, Municipal or other law applicable thereto, shall be payable by CUSTOMER and may be added to the price of PRODUCTS hereunder. Linde may also charge CUSTOMER the following charges and fees, and may increase such charges and fees by giving CUSTOMER a notice of the volume increase: (i) a surcharge for increases in distribution or production costs (e.g., energy and other raw material costs) of components ordered Price Schedules PRODUCTS; (ii) a fee for all Components delivered Linde’s deployment of its hazardous materials personnel to CUSTOMER’s LOCATION, in such year shall [...***...] at such time that response to CUSTOMER’s request (“Emergency Response Fee”); and (iii) a governmental regulation compliance and environmental fee (“Environmental Fee”). The Environmental Fee results from the Seller reduces production costs incurred by LINDE in order to comply with laws and regulations applicable to Linde. However, those costs are difficult to calculate and apportion with precision. Therefore, the required line rate for amount of the new utilization levelEnvironmental Fee is not related to actual compliance costs incurred by Linde, which may vary by the type of PRODUCT, service, geographic location, or time. The Environmental Fee is not a tax, and Linde need not collect and pay the Environmental Fee to any government. The taxes, surcharges, and fees described in this Section, and increases or changes to those items, do not, in any case, constitute a price increase as contemplated in Section 4(c). (ve) Where the delivery is FOB a CUSTOMER LOCATION, Linde may charge a delivery fee (“Delivery Fee”). If CUSTOMER requests a delivery FOB a CUSTOMER LOCATION that is not scheduled, then Linde may charge a delivery fee in placing addition to the October Orders Buyer [...***...] Delivery Fee (“Emergency Delivery Fee”). Increases in the cost of fuel required for the transportation and delivery of PRODUCT may increase these fees. No such increases or changes in the foregoing fees constitute, in any case, a price increases as contemplated in Section l(b)(i4(c), Price Schedules . (f) CUSTOMER shall make full payment to Linde for all Components delivered accounts rendered by Linde within thirty (30) days of the date of Linde invoice, unless otherwise specified, and all amounts owing thereafter shall bear interest at the lower of the rate of 1.5% per month or the highest rate permitted by law. (g) In the event CUSTOMER fails to pay any invoices when due, or if Linde reasonably believes that CUSTOMER will be unable to make payment when due, Linde may require the CUSTOMER to pay for deliveries of PRODUCT in advance and pay any outstanding indebtedness before Linde makes any further deliveries. Linde may apply towards the year corresponding payment of any amount owed to the October Orders [...***...Linde any credit or amount which may be owed by Linde to CUSTOMER.