Test Fee. 3-1 In full and complete consideration for each ATC Testing rendered by ATC, Adopter shall pay Test Fee to ATC by remitting Test Fee to the bank account separately designated by ATC by the payment due date set forth in the relevant Work Order. Adopter hereby acknowledges and agrees that the Price List, including the price of each item of the ATC Testing therein, may be changed by ATC at its sole discretion without notice. If the Price List is so changed, ATC will make reasonable effort to provide Adopter with a new Price List.
Test Fee. 3.1. The Test Fee during the Term shall be Cambridge ESOL’s prevailing market rates for the territory within which the Direct Customer operates and as advised by Cambridge ESOL from time-to-time.
Test Fee. It shall be Customer’s responsibility to calculate the Test Fee owed to Illumina on a [*] basis, and provide payment for such Test Fees in accordance with Exhibit A to Illumina no later than [*]. Each such [*] payment shall be accompanied by a written report that states (1) the number of tests performed during the applicable [*], (2) the total of the actual amounts charged by Customer for all tests performed [*], and (3) the total of the actual amount(s) received by Customer [*] for tests performed [*]. The first Test Fee report and Test Fee payment shall be made [*] in which a Test Fee is due to Illumina in accordance with Exhibit A [*]. Customer shall maintain its books and records relating to services for which a Test Fee is applicable for [*], wherein such books and records shall, at minimum, include (i) each test performed and the date of performance, (ii) the amount charged by Customer for each test, (iii) the amount received by Customer for each test and the date each such payment was received, and (iv) whether the test was performed using only Illumina Instruments (including instruments permitted to be used under Section 9), and (v) whether the test was performed in duplicate (or more) in accordance with Section 2(c). Illumina shall have the right to have an independent auditor audit such books and records [*] during the Term and [*] following the Term, during business hours [*], to confirm accuracy of such Test Fee reports and payments. Any overpayments or underpayments shall be paid by the applicable Party by refund or payment, respectively, within [*]. In addition to all other remedies available to Illumina under this Agreement and at law and in equity, Customer shall be responsible for paying for, or reimbursing Illumina for, the costs of any audit that reveals an underpayment of Test Fees of [*] the amount that should have been paid for the period subject to the audit. Prior to conducting any audit pursuant to this Section 11(a), Illumina agrees to cause its auditor to sign any privacy or confidentiality agreement required under applicable law or otherwise reasonably requested by Customer in connection with the audit.
