Common use of PRICES; PAYMENT Clause in Contracts

PRICES; PAYMENT. 8.1 Subject to clause 8.3, the price to be paid by DBJ to Dermal for the Patches is to be calculated as set out in Schedule 4. 8.2 Subject to clause 8.3, the price to be paid by DBJ to Dermal for the Components of the Device will be a transparent invoiced cost as set out in Schedule 4 plus an evidenced delivery charge. 8.3 The prices for the Products shall be reviewed: 8.3.1 on each anniversary of the Commencement Date by the parties when they shall meet in good faith to discuss price reviews and the price(s) of the Products may be varied on the agreement of the parties (such agreement not to be unreasonably withheld, conditioned or delayed); or 8.3.2 if any applicable laws and/or regulations is or are passed which has or have (or is likely to have) the effect of increasing or decreasing the ultimate retail price of the Products whether purchased by the NHS or private individuals or clinics, in which case the parties shall meet in good faith to discuss the impact of such laws and/or regulations on the price of the Products and the price(s) of the Products may be varied on the agreement of the parties (such agreement not to be unreasonably withheld, conditioned or delayed). Where the parties agree a change to the price of either the Components of the Device or the Patches as permitted in accordance with this clause 8.3, the price shall be reviewed with a pricing transparency mechanism using evidenced cost prices. When the parties agree to a revised price this shall be documented in writing and the revised price shall commence from the date agreed by the parties. Where no agreement is reached between the parties, the price of the Products shall remain as it was until such time as the matter is resolved by an Expert in accordance with clause 24, at which point depending upon what the Expert decides in terms of price revision(s) (if any) and the date from such revision(s) should have taken effect) such price revision(s) shall be deemed to have applied from such date and appropriate reimbursement shall be promptly made by the relevant party to the other party in accordance with the Expert's determination and this clause 8. 8.4 DBJ shall pay the full amount invoiced to it by Dermal in GBP Sterling within 30 calendar days of the month end in which the invoice is dated and Product delivered. 8.5 All sums payable under this Agreement, or otherwise payable by any party to any other party under this Agreement are exclusive of any VAT chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes. 8.6 If a party fails to make any payment due to the other party under this Agreement by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above The Bank of England's base rate from time to time. In relation to payments disputed in good faith, interest under this clause 8.6 is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

PRICES; PAYMENT. 8.1 Subject 3.1 XOMA will pay a price for the Product as set forth in the Statement of Work and the Purchase Order. Terms of the payment are One Hundred Percent (100%) of the invoiced amount due net thirty (30) days from the later of the date of invoice or the receipt of Product provided the shipped Product has been tested and is acceptable. If XOMA gives notice to clause 8.3CRBS to retain an agreed upon shipment of Product, then XOMA will pay for that shipment of Product within 30 days from the price later of the date of invoice or the receipt of samples of Product, provided the Product sample is found to be acceptable. 3.2 The agreed upon prices for Product as set forth in the Purchase Order includes the cost to CRBS of production, bulk product packaging, and internal quality assurance activities as set forth in the Statement of Work. The prices do not include sales, use, excise or any other similar taxes imposed by Federal, state or local governments, and accordingly such taxes shall be paid by DBJ to Dermal for the Patches is to be calculated as set out in Schedule 4XOMA. 8.2 Subject to clause 8.3, the price to be paid by DBJ to Dermal for the Components of the Device will be a transparent invoiced cost as set out in Schedule 4 plus an evidenced delivery charge. 8.3 3.3 The prices for the Products Product shall be reviewed: 8.3.1 on each anniversary of the Commencement Date by the parties when they shall meet in good faith to discuss price reviews and the price(s) of the Products may be varied on the agreement of the parties (such agreement not to be unreasonably withheld, conditioned or delayed); or 8.3.2 if any applicable laws and/or regulations is or are passed which has or have (or is likely to have) the effect of increasing or decreasing the ultimate retail price of the Products whether purchased by the NHS or private individuals or clinics, in which case the parties shall meet in good faith to discuss the impact of such laws and/or regulations on the price of the Products and the price(s) of the Products may be varied on the agreement of the parties (such agreement not to be unreasonably withheld, conditioned or delayed). Where the parties agree a change to the price of either the Components of the Device or the Patches as permitted in accordance with this clause 8.3, the price shall be reviewed with a pricing transparency mechanism using evidenced cost prices. When the parties agree to a revised price this shall be documented in writing and the revised price shall commence from the date agreed by the parties. Where no agreement is reached between the parties, the price of the Products shall remain as it was until such time as the matter is resolved by an Expert in accordance with clause 24, at which point depending upon what the Expert decides in terms of price revision(s) (if any) and the date from such revision(s) should have taken effect) such price revision(s) shall be deemed to have applied from such date and appropriate reimbursement shall be promptly made by the relevant party to the other party in accordance with the Expert's determination Pricing Schedule attached hereto as Exhibit C. 3.3.1 Pricing will be adjusted retroactively in relation to the amount of Product ordered by XOMA and this clause 8shipped by CRBS within a one-year term of the Agreement wherein the first one year begins with the initial shipment made under the Purchase Order issued December 13, 1988. 8.4 DBJ 3.3.2 The price for Product shall pay the full amount invoiced be reduced [*] percent [*] if XOMA finds after testing three or more successive lots or five lots cumulatively unacceptable due to it by Dermal in GBP Sterling within 30 calendar days failure of the month end Product to meet the specifications set forth in the Statement of Work. The price for Product shall also be reduced [*] percent [*] for each shipment which the invoice is dated not "timely" (as defined in Sections 4.2 and Product delivered. 8.5 All sums payable under this Agreement, or otherwise payable by any party to any other party under this Agreement are exclusive of any VAT chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes. 8.6 If a party fails to make any payment due 7.0). This reduction in price shall apply only to the other party under this Agreement by the due date replacement(s) for payment, then the defaulting party each unacceptable lot and/or untimely Product shipment and shall pay interest on the overdue amount at the rate not affect XOMA's right of 4% per annum above The Bank of England's base rate from time to time. In relation to payments disputed termination set forth in good faith, interest under this clause 8.6 is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until paymentSection 6.

PRICES; PAYMENT. 8.1 Subject to clause 8.33.1 The prices agreed are firm prices. Within the European Union (EU), the price prices shall be deemed as agreed to be paid by DBJ to Dermal for DDU. However, outside of the Patches is to be calculated as set out in Schedule 4. 8.2 Subject to clause 8.3EU, the price to be paid by DBJ to Dermal for the Components of the Device will be a transparent invoiced cost as set out in Schedule 4 plus an evidenced delivery charge. 8.3 The prices for the Products shall be reviewed: 8.3.1 on each anniversary of the Commencement Date by the parties when they shall meet in good faith to discuss price reviews and the price(s) of the Products may be varied on the agreement of the parties (such agreement not to be unreasonably withheld, conditioned or delayed); or 8.3.2 if any applicable laws and/or regulations is or are passed which has or have (or is likely to have) the effect of increasing or decreasing the ultimate retail price of the Products whether purchased by the NHS or private individuals or clinics, in which case the parties shall meet in good faith to discuss the impact of such laws and/or regulations on the price of the Products and the price(s) of the Products may be varied on the agreement of the parties (such agreement not to be unreasonably withheld, conditioned or delayed). Where the parties agree a change to the price of either the Components of the Device or the Patches as permitted in accordance with this clause 8.3, the price shall be reviewed with a pricing transparency mechanism using evidenced cost prices. When the parties agree to a revised price this shall be documented in writing and the revised price shall commence from the date agreed by the parties. Where no agreement is reached between the parties, the price of the Products shall remain as it was until such time as the matter is resolved by an Expert in accordance with clause 24, at which point depending upon what the Expert decides in terms of price revision(s) (if any) and the date from such revision(s) should have taken effect) such price revision(s) shall be deemed to have applied from such date and appropriate reimbursement be agreed DDP (INCOTERMS 2000). The prices shall be promptly made deemed to include packaging and to be excluding statutory value added tax. All other local taxes or fees assessed or levied on the Buyer are to be borne by the relevant party Supplier. The Buyer shall be entitled to withhold any applicable withholding taxes from payments. 3.2 Cost estimates, offers, or both, shall be legally binding and free of charge, unless anything otherwise has been agreed in writing. If Supplier has assumed the other party assembly or the installation, Supplier shall bear all necessary ancillary expenses unless otherwise agreed. 3.3 Invoices are paid by the Buyer at the 1st or 15th or on the subsequent working day of a month. Without specific agreement, Buyer pays (Payment Term), either within 60 days without deduction or within 21 days minus a cash discount of 3 %, upon receipt of invoice and upon delivery, respectively fulfillment of the Scope of Work. The payment is made with the reservation of invoice verification. Possibly agreed and rendered installments shall not be deemed as an admission of the statement of account. 3.4 In the event of acceptance of premature deliveries, the Payment Term shall be based on the originally agreed delivery date. 3.5 The calculation documents for the prices in accordance with 3.1 must be presented upon request for the Expert's determination and this clause 8review of the appropriateness of price. Changes in the form of price reductions at the procurement market of Supplier must be forwarded in the full amount. Supplier must notify Buyer of such changes immediately. 8.4 DBJ shall pay the full amount invoiced to it by Dermal 3.6 Invoices which are not in GBP Sterling within 30 calendar days of the month end in which the invoice is dated and Product delivered. 8.5 All sums payable under this Agreementcompliance with these terms, or otherwise payable by any party to any other party under this Agreement are exclusive of any VAT chargeable on with the supplies for which such sums (statutory accounting provisions, or any part of them) are both, do not cause the whole or part of the consideration for VAT purposes. 8.6 If a party fails to make any payment due to the other party under this Agreement by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above The Bank of England's base rate from time to time. In relation to payments disputed in good faith, interest under this clause 8.6 is payable only after the dispute is resolved, on sums found or agreed to be due. 3.7 Supplier must, from within ten (10) working days following this contract entering into effect, provide a guarantee for the due date performance of contract in the amount of ten (10 %) percent of the gross contract price, issued by a bank with a rating in accordance with 10.2. This guarantee must comply with the requirements set by ▇▇▇▇▇. 3.8 After completion of the proper system, irrespective the works, all in working order and acceptance in accordance with section 8.3, Supplier must provide, together with the final invoice, a guarantee for warranties complying with the requirements set by Buyer in the amount of ten (10 %) percent of the delivered gross price for the benefit of Buyer as collateral for the fulfillment of Supplier’s ▇▇▇▇▇▇- ▇▇ obligations. To the extent as Supplier expressly requests such, an amount 10 % of the delivered gross price to be retained can be agreed instead of the provision of a guarantee for warranties. 3.9 The validity of the guarantee does not expire before completion of the performance and acceptance thereof by ▇▇▇▇▇, as well as until paymentall other contractually owed obligations including warranty have been fulfilled by Supplier, which is to be expressly confirmed in writing by Buyer. 3.10 All costs and disbursements in connection with the preparation of the aforementioned guarantees as well as of other collateral securities are borne by Supplier, unless not expressly stipulated otherwise in this contract. 3.11 If installment payments are agreed, 10% of the invoice amount shall be retained until unconditional acceptance. Noncompliance with agreed terms and conditions of this contract entitles Buyer to an additional amount to be retained of up to five (5%) percent of the agreed contract price until Supplier has complied with the agreed stipulations to the satisfaction of Buyer. 3.12 Supplier must, at the latest 30 days following to the acceptance, issue a final invoice concerning the total Scope of Work. Buyer may rely on the fact that this final invoice is conclusive; Supplier insofar waives though this final invoice in advance possible other claims regardless of on which legal grounds they are based, if these are not stated in the final invoice. In the event that Supplier does not comply with the 30 days time limit of

PRICES; PAYMENT. 8.1 Subject 3.1 The agreed prices are fixed prices. The prices are DDP (INCOTERMS 2010). The prices include packaging and exclude statutory VAT. All other local taxes or charges that are imposed on or charged to clause 8.3, the price Buyer shall be borne by the Seller. The Buyer has the right to be paid by DBJ to Dermal for deduct any applicable withholding tax (Quellensteuer) from the Patches is to be calculated as set out in Schedule 4purchase price. 8.2 Subject to clause 8.33.2 Cost estimates and/or bids are binding and shall not be compensated, the price to be paid by DBJ to Dermal for the Components of the Device will be a transparent invoiced cost as set out in Schedule 4 plus an evidenced delivery charge. 8.3 The prices for the Products shall be reviewed: 8.3.1 on each anniversary of the Commencement Date by the parties when they shall meet in good faith to discuss price reviews and the price(s) of the Products may be varied on the agreement of the parties (such agreement not to be unreasonably withheld, conditioned or delayed); or 8.3.2 if any applicable laws and/or regulations is or are passed which has or have (or is likely to have) the effect of increasing or decreasing the ultimate retail price of the Products whether purchased by the NHS or private individuals or clinics, in which case the parties shall meet in good faith to discuss the impact of such laws and/or regulations on the price of the Products and the price(s) of the Products may be varied on the agreement of the parties (such agreement not to be unreasonably withheld, conditioned or delayed). Where the parties agree a change to the price of either the Components of the Device or the Patches as permitted in accordance with this clause 8.3, the price shall be reviewed with a pricing transparency mechanism using evidenced cost prices. When the parties agree to a revised price this shall be documented unless otherwise agreed in writing and the revised price shall commence from the date agreed signed by the parties. Where no If the Seller has undertaken to perform assembly or installation, the Seller shall bear all applicable ancillary costs, unless otherwise agreed. 3.3 Absent any agreement is reached between to the contrary, the Buyer shall make payment (“Target Payment Date”) either within 30 (thirty) days without discount, or within 15 (fifteen) days at a 3 % (three per cent) discount as of the receipt of the invoice and the receipt of the Goods or, as the case may be, the provision of the Deliverables. Payment shall be subject to verification of the invoice. 3.4 In the event that shipments are accepted earlier than agreed, the Target Payment Date shall be based on the originally agreed delivery date. 3.5 Upon request, the Seller shall provide the calculation documentation for the prices pursuant to paragraph 3.1 for the purpose of examining their reasonableness. Changes in the form of price reductions at the Seller’s procurement market shall be passed on to the Buyer in full. The Seller shall promptly inform the Buyer of such changes. 3.6 Invoices that do not conform to these conditions and/or statutory accounting regulations will entitle the Buyer to withhold payments until any discrepancies are eliminated. 3.7 On explicit request of the Buyer, the Seller, within 10 (ten) business days after this agreement becomes effective, shall furnish a performance bond in the amount of 10 % (ten percent) of the gross contract price from a bank with a rating as set forth in paragraph 10.2. Such performance bond shall meet the requirements set by the Buyer. 3.8 After completion of the functioning assembly section or system and acceptance pursuant to paragraph 8.3, on explicit request of the Buyer the Seller shall deliver a warranty bond in the amount of 10 % (ten percent) of the delivered gross price for the benefit of the Buyer as security for the performance of the Seller’s warranty obligations. Such warranty bond shall meet the requirements set by the Buyer. If the Seller expressly requests, the parties can also agree to the Buyer’s retention of 10 % (ten percent) of the delivered gross price in lieu of the Seller furnishing a warranty bond. 3.9 The validity of the bond shall expire only after performance has been completed and accepted by the Buyer and all contractually owed obligations set forth above, including warranties, have been performed by the Seller, and the Buyer has expressly confirmed this in writing and signed by the parties. 3.10 All costs and expenditures in connection with the creation of the above-referenced bonds or any other security shall be borne by the Seller, unless expressly provided otherwise in this agreement. 3.11 Unless otherwise agreed, 10 % (ten percent) of invoiced progress payments shall be retained by the Buyer until defect-free acceptance. 3.12 No later than 30 (thirty) days after acceptance, the price Seller shall issue a final invoice for the entirety of the Products Deliverables. The Buyer shall remain as be entitled to rely on the comprehensiveness of such final invoice. Accordingly, the Seller, by delivering its final invoice, already waives in advance any other claims, regardless of the legal basis thereof, if such claims are not set forth in the final invoice. In the event that the Seller fails to comply with the 30-days (thirty days) deadline of paragraph 3.12 sentence 1, the Buyer can prepare such final invoice and deliver it was until to the Seller. If the Seller fails to object to such time as final invoice within 10 (ten) days of receipt, the matter is resolved by an Expert in accordance with clause 24, at which point depending upon what the Expert decides in terms of price revision(s) (if any) and the date from such revision(s) should have taken effect) such price revision(s) invoice shall be deemed to have applied from such date and appropriate reimbursement shall be promptly made approved by the relevant party to the other party in accordance with the Expert's determination and this clause 8. 8.4 DBJ shall pay the full amount invoiced to it by Dermal in GBP Sterling within 30 calendar days Seller. Prior beginning of the month end in which aforementioned 10-days-period the invoice is dated and Product delivered. 8.5 All sums payable under this Agreement, or otherwise payable by any party to any other party under this Agreement are exclusive of any VAT chargeable on Buyer will advise the supplies for which such sums (or any part of them) are the whole or part Seller of the consideration for VAT purposeslegal effect of Seller’s failure to object. A fax transmittal confirmation shall constitute sufficient evidence of receipt. 8.6 If a party fails to make any payment due to the other party under this Agreement by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above The Bank of England's base rate from time to time. In relation to payments disputed in good faith, interest under this clause 8.6 is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

PRICES; PAYMENT. 8.1 Subject 3.1 The agreed prices are fixed prices. The prices are DDP (INCO- TERMS 2020). The prices include packaging and exclude statu- tory VAT. All other local taxes or charges that are imposed on or charged to clause 8.3the Buyer shall be borne by the Seller. The Buyer has the right to deduct any applicable withholding tax (Quellensteuer) from the purchase price. 3.2 Cost estimates and/or bids are binding and shall not be compen- sated, unless otherwise agreed in writing and signed by the par- ties. If the Seller has undertaken to perform assembly or installa- tion, the price Seller shall bear all applicable ancillary costs, unless oth- erwise agreed. 3.3 Absent any agreement to the contrary, the Buyer shall make pay- ment (“Target Payment Date”) either within 90 (ninety) days with- out discount, or within 30 (thirty) days at a 3 % (three per cent) discount as of the receipt of the invoice and the receipt of the Goods or, as the case may be, the provision of the Deliverables. Payment shall be paid by DBJ subject to Dermal verification of the invoice. 3.4 In the event that shipments are accepted earlier than agreed, the Target Payment Date shall be based on the originally agreed de- livery date. 3.5 Upon request, the Seller shall provide the calculation documenta- tion for the Patches is prices pursuant to paragraph 3.1 for the purpose of examining their reasonableness. Changes in the form of price re- ductions at the Seller’s procurement market shall be calculated as set out passed on to the Buyer in Schedule 4full. The Seller shall promptly inform the Buyer of such changes. 8.2 Subject 3.6 Invoices that do not conform to clause 8.3these conditions and/or statutory accounting regulations will excuse Buyer from its obligation to make payment until any discrepancies are eliminated. 3.7 On explicit request of the Buyer, the price to be paid by DBJ to Dermal for Seller, within 10 (ten) business days after this agreement becomes effective, shall fur- nish a performance bond in the Components amount of the Device will be a transparent invoiced cost as set out in Schedule 4 plus an evidenced delivery charge. 8.3 The prices for the Products shall be reviewed: 8.3.1 on each anniversary of the Commencement Date by the parties when they shall meet in good faith to discuss price reviews and the price(s10 % (ten percent) of the Products may be varied on gross contract price from a bank with a rating as set forth in paragraph 10.2. Such performance bond shall meet the agreement requirements set by the Buyer. 3.8 After completion of the parties (such agreement not functioning assembly section or system and acceptance pursuant to be unreasonably withheldparagraph 8.3, conditioned or delayed); or 8.3.2 if any applicable laws and/or regulations is or are passed which has or have (or is likely to have) the effect of increasing or decreasing the ultimate retail price on explicit request of the Products whether purchased by Buyer the NHS or private individuals or clinics, Seller shall deliver a warranty bond in which case the parties shall meet in good faith to discuss the impact amount of such laws and/or regulations on the price of the Products and the price(s10 % (ten percent) of the Products may be varied on delivered gross price for the agreement benefit of the parties (such agreement not to be unreasonably withheldBuyer as security for the performance of the Seller’s warranty obligations. Such warranty bond shall meet the requirements set by the Buyer. If the Seller expressly requests, conditioned or delayed). Where the parties can also agree a change to the price Buyer’s retention of either the Components 10 % (ten percent) of the Device or delivered gross price in lieu of the Patches as permitted in accordance with Seller furnishing a warranty bond. 3.9 The validity of the bond shall expire only after performance has been completed and accepted by the Buyer and all contractually owed obligations set forth above, including warranties, have been performed by the Seller, and the Buyer has expressly confirmed this clause 8.3, the price shall be reviewed with a pricing transparency mechanism using evidenced cost prices. When the parties agree to a revised price this shall be documented in writing and the revised price shall commence from the date agreed signed by the parties. Where no agreement is reached between . 3.10 All costs and expenditures in connection with the partiescreation of the above-referenced bonds or any other security shall be borne by the Seller, unless expressly provided otherwise in this agreement. 3.11 Unless otherwise agreed, 10 % (ten percent) of invoiced progress payments shall be retained by the Buyer until defect-free ac- ceptance. 3.12 No later than 30 (thirty) days after acceptance, the price Seller shall is- sue a final invoice for the entirety of the Products Deliverables. The Buyer shall remain as be entitled to rely on the comprehensiveness of such final invoice. Accordingly, the Seller, by delivering its final invoice, al- ready waives in advance any other claims, regardless of the legal basis thereof, if such claims are not set forth in the final invoice. In the event that the Seller fails to comply with the 30-day (thirty days) deadline of paragraph 3.12 sentence 1, the Buyer can prepare such final invoice and deliver it was until to the Seller. If the Seller fails to object to such time as final invoice within 10 (ten) days of receipt, the matter is resolved by an Expert in accordance with clause 24, at which point depending upon what the Expert decides in terms of price revision(s) (if any) and the date from such revision(s) should have taken effect) such price revision(s) invoice shall be deemed to have applied from such date and appropriate reimbursement shall be promptly made approved by the relevant party to the other party in accordance with the Expert's determination and this clause 8. 8.4 DBJ shall pay the full amount invoiced to it by Dermal in GBP Sterling within 30 calendar days Seller. Prior beginning of the month end in which aforementioned 10-days-period the invoice is dated and Product delivered. 8.5 All sums payable under this Agreement, or otherwise payable by any party to any other party under this Agreement are exclusive of any VAT chargeable on Buyer will advise the supplies for which such sums (or any part of them) are the whole or part Seller of the consideration for VAT purposeslegal effect of Seller’s failure to object. A fax transmittal confirmation shall constitute sufficient evidence of receipt. 8.6 If a party fails to make any payment due to the other party under this Agreement by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above The Bank of England's base rate from time to time. In relation to payments disputed in good faith, interest under this clause 8.6 is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

PRICES; PAYMENT. 8.1 Subject 2.1. Unless otherwise agreed by the Parties in writing, prices for Products and Services are net cash, and the Buyer shall pay all taxes and charges for transportation, insurance, shipping, custom clearance, storage, handling, demurrage and similar items. Any increase in any such charges that becomes effective after the date of Order Confirmation shall be borne exclusively by the Buyer. 2.2. If Order Confirmation deals with Products, all prices are calculated on the basis of the Products as measured and weighed at the departure point. 2.3. The price includes standard packaging. Any other packing or outer packaging will be subject to clause 8.3additional charges to the Buyer. 2.4. Unless otherwise agreed in writing by the Parties, invoice payments shall be made net cash, without any deductions, within thirty (30) days following the date of the invoice issued by Pennakem. Invoice shall be sent by Pennakem on the date of Delivery. 2.5. If the Buyer is subject to bankruptcy or insolvency proceedings, then Pennakem shall not be bound by the period of payment stated above and payment shall be made in cash either prior to the dispatch of the Products (or prior to their manufacture at the sole discretion of Pennakem) or the performance of the Services. 2.6. If the Buyer fails to pay on the due date, the price Buyer shall be obligated to pay, unless otherwise agreed in writing by the Parties, ipso jure and without prior notification, interest at the rate of US Prime (with a floor of zero) + six (6) % as from the due date of the invoice until complete payment, without prejudice to any other rights of Pennakem. ▇.▇. ▇▇ the event of payment delay or late performance by Buyer of any of its obligations, Pennakem shall have the right to terminate the Contract or to suspend the performance of that portion of the Contract which it has not yet performed without the Buyer's consent; it shall also result in all sums due which are to be paid by DBJ the Buyer, even those which have not yet matured, becoming immediately payable without notification on the part of Pennakem. 2.8. Pennakem shall have the right to Dermal compensate the Buyer's debts and/or to use payments for the Patches settlement of the invoices which have been outstanding longer than thirty (30) days plus any interest on arrears and costs accrued thereon, in the following order: costs, interest, invoiced amounts. 2.9. The Buyer shall not be entitled either to withhold payments or to proceed to any compensation set off even in case of dispute with Pennakem, unless there is a mutually agreed amount that Pennakem is accountable for due to reasons covered under the contract. In the event of payment delay, the Buyer shall not be entitled to use, dispose and more generally to take any steps (neither sale, nor processing) which may affect the Products or the performance of the Services. 2.10. Cost of destruction of any Products or unused raw materials are not included in Pennakem's prices. Such costs will therefore be charged by Pennakem to the Buyer in addition to the agreed price. 2.11. Unless otherwise agreed in writing by the Parties, analytical services performed by Pennakem, specific chromatography columns, reagents, or reference standards and all associated costs related to such services are not included in the pricing of Pennakem and will be charged separately by Pennakem to the Buyer 2.12. Pennakem will store the Products to be calculated as set out in Schedule 4. 8.2 Subject delivered to clause 8.3Buyer for a period of 14 days following the date of release. Any storage exceeding this period of time will be invoiced separately to the Buyer. Furthermore, the price to be paid by DBJ to Dermal any exceeding storage of materials necessary for the Components of the Device will be a transparent invoiced cost as set out in Schedule 4 plus an evidenced delivery charge. 8.3 The prices for the Products shall be reviewed: 8.3.1 on each anniversary of the Commencement Date by the parties when they shall meet in good faith to discuss price reviews and the price(s) production of the Products may in relation with a change of initial agreed delivery date of postponement or cancellation of production by the Buyer will be varied on charged by Pennakem to the agreement Buyer. 2.13. The purchase price of raw materials has been designed in relation with the defined specifications, quality standard and origin defined by the Buyer. In the absence of such definition by the Buyer, Pennakem will select raw material suppliers according to their cost of supply and to quality requirements. In the event other standard of quality are required, either by Buyer or by necessary adjustments arising during performance of the parties (such agreement not Contract, then the prices of Pennakem will be adjusted accordingly in order to be unreasonably withheld, conditioned or delayed); or 8.3.2 if any applicable laws and/or regulations is or are passed which has or have (or is likely to have) take the effect of increasing or decreasing the ultimate retail purchase price of the Products whether purchased by the NHS or private individuals or clinics, in which case the parties shall meet in good faith to discuss the impact of such laws and/or regulations on the price of the Products and the price(s) of the Products may be varied on the agreement of the parties (such agreement not to be unreasonably withheld, conditioned or delayed). Where the parties agree a change to the price of either the Components of the Device or the Patches as permitted in accordance with this clause 8.3, the price shall be reviewed with a pricing transparency mechanism using evidenced cost prices. When the parties agree to a revised price this shall be documented in writing and the revised price shall commence from the date agreed by the parties. Where no agreement is reached between the parties, the price of the Products shall remain as it was until such time as the matter is resolved by an Expert in accordance with clause 24, at which point depending upon what the Expert decides in terms of price revision(s) (if any) and the date from such revision(s) should have taken effect) such price revision(s) shall be deemed to have applied from such date and appropriate reimbursement shall be promptly made by the relevant party to the other party in accordance with the Expert's determination and this clause 8new raw materials into account. 8.4 DBJ shall pay the full amount invoiced to it by Dermal in GBP Sterling within 30 calendar days of the month end in which the invoice is dated and Product delivered. 8.5 All sums payable under this Agreement, or otherwise payable by any party to any other party under this Agreement are exclusive of any VAT chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes. 8.6 If a party fails to make any payment due to the other party under this Agreement by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above The Bank of England's base rate from time to time. In relation to payments disputed in good faith, interest under this clause 8.6 is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

PRICES; PAYMENT. 8.1 Subject to clause 8.3, the price 7.1 For orders scheduled to be paid by DBJ to Dermal shipped on or after 1 January 1995, prices for Products will be as stated in Exhibit 3. These prices shall be the basis for the Patches is adjustments referenced in Section 7.2. Prices for Products at annual purchase levels of 10,000 units or more will result in a price reduction of $9.96 per Product retroactive for each Product purchased in the relevant annual period. Adjustments to prices for actual quantities purchased will be calculated as set out made within thirty (30) days of end of the calendar year in Schedule 4question. 8.2 Subject 7.2 CLAR▇ ▇▇▇ FUNK shall cooperate to clause 8.3, the price to be paid by DBJ to Dermal for the Components of the Device will be a transparent invoiced cost as set out in Schedule 4 plus an evidenced delivery charge. 8.3 The prices for the Products shall be reviewed: 8.3.1 on each anniversary of the Commencement Date by the parties when they shall meet in good faith to discuss price reviews and the price(s) of the Products may be varied on the agreement of the parties (such agreement not to be unreasonably withheld, conditioned or delayed); or 8.3.2 if any applicable laws and/or regulations is or are passed which has or have (or is likely to have) the effect of increasing or decreasing the ultimate retail price of the Products whether purchased by the NHS or private individuals or clinics, in which case the parties shall meet in good faith to discuss offset the impact of such laws and/or regulations on inflation upon the price prices set forth in Exhibit 3, and shall have the mutual goal of cost containment throughout the Products relationship. Any increases or decreases to cost, including freight costs, other than those exempted by Section 7.5, exchange rate fluctuations, duties, tariffs and other import fees will be borne equally between the price(s) of the Products may be varied on the agreement of the parties (such agreement not parties. Any capital investment required to be unreasonably withheld, conditioned or delayed). Where the parties agree a change to the price of either the Components of the Device or the Patches as permitted in accordance with this clause 8.3, the price reduce costs shall be reviewed with a pricing transparency mechanism using evidenced cost prices. When the parties agree to a revised price this shall be documented in writing and the revised price shall commence from the date agreed borne equally by the parties. Where Cost reduction/quality improvement meetings will be held at locations designated by CLAR▇ ▇▇▇r times per year at quarterly intervals. Adjustments for variances from the baseline cost as set forth in Exhibit 4 shall be made on no agreement is reached between more than a calendar quarterly basis within thirty (30) days from the partiesend of the quarter and shall be payable within sixty (60) days of the end of the quarter. The adjustment shall cover all shipments made during the preceding quarter. 7.3 Price changes for engineering changes agreed upon and authorized by CLAR▇ ▇▇▇l be negotiated, provided, however, that such price changes will be based on the material and labor impact on product cost. FUNK and CLAR▇ ▇▇▇l mutually agree on the date the price adjustment goes into effect. 7.4 CLAR▇ ▇▇▇l pay all invoices for Products and Spare Parts within sixty (60) days from the date of invoice receipt. 7.5 CLAR▇ ▇▇▇ FUNK ▇▇▇l work together to identify the lowest viable transportation cost and transit time. Unless otherwise directed by CLAR▇, ▇▇NK shall arrange for transportation. Products shall be suitably packed and protected for overseas and/or domestic shipment or otherwise prepared for shipment so as to secure the lowest transportation and insurance rates. FUNK shall be responsible for all premium freight costs (including air transport costs) due to late delivery, defects, mis-shipments, or other reasons directly under FUNK's control. 7.6 Service Parts shall be priced as follows: 7.6.1 Prices for complete units of Products shall be the same as the price of Products as stated in Exhibit 3. 5 7.6.2 The price for component Spare Parts which are used in current production Products will not exceed 1.15 times the Products shall remain component cost of such Spare Parts as it was until such time as contained in the matter is resolved by an Expert unit Product price. 7.6.3 CLAR▇ ▇▇▇ains the right to purchase the Ready-For-Use (RFU) components identified in accordance with clause 24Exhibit 7, at which point depending upon what directly from the Expert decides RFU suppliers. The items identified in terms of price revision(s) (if any) and Exhibit 7 are subject to renegotiation between the date from such revision(s) should have taken effect) such price revision(s) shall be deemed to have applied from such date and appropriate reimbursement shall be promptly made by the relevant party to the other party two parties, in accordance with the Expert's determination and schedule for negotiating price adjustments as set forth in Section 7.3 of this clause 8Agreement. 8.4 DBJ 7.6.4 The lead time for delivery of Spare Parts is one-hundred-twenty (120) days, excluding initial stocking quantities. CLAR▇ ▇▇▇l be subject to a 5% surcharge and bear responsibility for premium freight costs (if requested by CLAR▇) ▇▇curred to satisfy emergency orders due to reasons directly under CLAR▇'▇ ▇▇▇trol. FUNK shall pay the full amount invoiced be responsible for all premium freight costs (including air transport costs) for emergency orders due to it by Dermal in GBP Sterling within 30 calendar days of the month end in which the invoice is dated and Product deliveredlate delivery, defects, misshipments, or other reasons under FUNK's control. 8.5 All sums payable under 7.6.5 FUNK shall provide Spare Parts which are out of production as to CLAR▇ ▇▇▇ which are being supplied to other FUNK customers, at competitive prices (but in no event at prices which exceed FUNK's lowest prices for comparable spare parts to other OEMs) for a minimum period of ten (10) years after the date of termination or expiration of this Agreement. Afterward, or otherwise payable by any party in the event that FUNK wishes to any discontinue supplying Spare Parts which are out of production as to CLAR▇ ▇▇ other party under this Agreement are exclusive FUNK customers, FUNK and CLAR▇ ▇▇▇l develop a transition plan for out source, without impairing CLAR▇'▇ ▇▇▇mitment to maintain service parts availability to its customers and dealers. No individual part number shall be obsoleted without giving CLAR▇ an option of any VAT chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes. 8.6 If making a party fails to make any payment due to the other party under this Agreement by the due date for payment, then the defaulting party shall pay interest on the overdue amount "last time buy" at the rate of 4% per annum above The Bank of England's base rate from time to timea special negotiated price. In relation to payments disputed in good faith, interest under this clause 8.6 is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.6