Common use of Pass-Through Costs Clause in Contracts

Pass-Through Costs. The Parties acknowledge that certain of the costs budgeted for Third Party vendors in the Initial Development Budget or a Development Budget will initially be estimates (such estimated costs, “Pass-Through Costs”). MAP shall solicit and provide to the JPT bids for all material Pass-Through Costs prior to incurring or becoming liable for any such Pass-Through Costs, and shall take direction from the JPT with respect to such bids and such liability (or else shall be solely responsible for Pass-Through Costs that exceed the amounts budgeted therefor with respect to which it does not inform the JPT or take direction from the JPT). If MAP’s actual Pass-Through Costs under the Initial Development Budget or any Development Budget (on a line item–by–line item basis) are likely to exceed the amounts estimated for such line item by more than [***], MAP shall notify AstraZeneca and shall provide to AstraZeneca a full explanation of the basis for such excess costs (or else shall be solely liable for such excess), and the Parties shall meet to discuss the most efficient and cost-effective way to perform the relevant activity under the Initial Development Plan. (i) To the extent that Pass-Through Costs exceed by up to [***] the amounts budgeted therefor in the applicable line item in the Initial Development Budget or Development Budget, such excess costs and expenses shall automatically be deemed to be Development Costs to be reimbursed by AstraZeneca pursuant to Section 4.3.4(a) (but the amounts budgeted for the applicable line item in the Initial Development Budget or the Development Budget shall not be deemed to be amended unless AstraZeneca agrees to such an amendment). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) To the extent that Pass-Through Costs exceed by more than [***] the amounts budgeted therefor in the applicable line item in the Initial Development Budget or Development Budget, such excess costs and expenses shall not be deemed to be Development Costs to be reimbursed by AstraZeneca pursuant to Section 4.3.4(a) (and the amounts budgeted for the applicable line item in the Initial Development Budget or the Development Budget shall not be deemed to be amended) except to the extent that AstraZeneca agrees to amend such line item to include such excess costs and expenses. The Parties acknowledge that the costs of the 302 Study remain uncertain, and agree to work together in good faith to amend the Initial Development Budget with respect thereto as such study and the costs associated therewith become more certain.

Pass-Through Costs. The Parties acknowledge parties agree that Buyer shall receive certain services from third party service providers as set forth on Schedule 3 and shall be responsible for all direct costs associated therewith on a pass-through basis. Buyer shall have sole responsibility for all amounts invoiced to DMC or Buyer by such third parties for services provided directly for Buyer’s benefit in support of the Business. To the extent Buyer is invoiced directly, Buyer shall pay the third party provider directly and provide notice to DMC confirming such payment. To the extent DMC is invoiced for services performed by a third party for the benefit of Buyer, Buyer shall reimburse DMC for (i) all actual, out of pocket, costs budgeted incurred by DMC directly for Third Party vendors Buyer’s benefit; and (ii) Buyer’s proportionate share of actual, out of pocket, costs incurred by DMC for the benefit of both Buyer and DMC, in accordance with the Initial Development Budget or a Development Budget will initially be estimates proportions set forth on Schedule 3 (such estimated costs, “Pass-Through Costs”). MAP shall solicit and provide to ) under the JPT bids for all material payment terms of an invoice from DMC (the “Pass-Through Costs prior to incurring or becoming liable for any such Invoice”). Such Pass-Through Costs, and shall take direction from the JPT with respect to such bids and such liability (or else Invoice shall be solely responsible for Pass-Through Costs that exceed the amounts budgeted therefor with respect calculated by DMC using its good faith, commercially reasonable best efforts to which it does not inform the JPT or take direction from the JPT). If MAP’s invoice direct actual Pass-Through Costs under the Initial Development Budget or any Development Budget (on a line item–by–line item basis) are likely to exceed the amounts estimated for such line item by more than [***], MAP shall notify AstraZeneca and shall provide to AstraZeneca a full explanation of the basis for such excess costs (or else shall be solely liable for such excess), and the Parties shall meet to discuss the most efficient and cost-effective way to perform the relevant activity under the Initial Development Plan. (i) To the extent that reasonably allocate shared Pass-Through Costs exceed by up to [***] between DMC and Buyer in accordance with Schedule 3. In the event Buyer disagrees with the amounts budgeted therefor in set forth on an invoice, the applicable line item in Buyer may seek remedies under Section 12.11; provided, however, the Initial Development Budget or Development Budget, such excess costs and expenses foregoing shall automatically be deemed not permit Buyer to be Development Costs to be reimbursed by AstraZeneca withhold payments due pursuant to this Section 4.3.4(a) (but the amounts budgeted for the applicable line item in the Initial Development Budget or the Development Budget shall not be deemed to be amended unless AstraZeneca 4.3. Buyer agrees to such an amendment). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTindemnify, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) To the extent that Pass-Through Costs exceed by more than [***] the defend and hold DMC harmless for any and all claims arising from Buyer’s failure to pay DMC or any third party service provider for any amounts budgeted therefor due and owing for services performed for Buyer’s benefit in the applicable line item in the Initial Development Budget or Development Budget, such excess costs and expenses shall not be deemed to be Development Costs to be reimbursed by AstraZeneca pursuant to Section 4.3.4(a) (and the amounts budgeted for the applicable line item in the Initial Development Budget or the Development Budget shall not be deemed to be amended) except to the extent that AstraZeneca agrees to amend such line item to include such excess costs and expenses. The Parties acknowledge that the costs support of the 302 Study remain uncertain, and agree to work together in good faith to amend the Initial Development Budget with respect thereto as such study and the costs associated therewith become more certainBusiness.

Pass-Through Costs. The Parties acknowledge agree that Buyer shall directly receive certain services set forth on Schedule F in connection with the operation of the Business after the Closing Date, together with such additional services as identified by the Parties as necessary or appropriate to be provided to the Business or as otherwise agreed by the Parties. Buyer agrees to reimburse DMC for its proportionate share of the actual, out of pocket costs budgeted for Third Party vendors incurred by DMC in the Initial Development Budget or a Development Budget will initially be estimates providing such services as set forth on Schedule F (such estimated costs, “Pass-Through Costs”) including costs associated with any Retained Dividable Contract (as defined in Schedule B) that is not exclusive to DMC or non-transferrable to a third party based upon relative usage of goods or services if billed on combined invoices from third party providers under the payment terms of an invoice from DMC (the “Pass-Through Invoice”). MAP shall solicit and provide to , setting forth Buyer’s proportionate share of the JPT bids for all material Pass-Through Costs prior and allocating to incurring or becoming liable for Buyer, Buyer’s proportionate share of any applicable rebate and other non-invoiced benefits received by DMC pursuant to an agreement with a third party in connection with the services set forth on Schedule F; provided, however (a) concurrent with the delivery of the Pass-Through Invoice, DMC shall include a calculation of such Pass-Through CostsCosts and a calculation of Buyer’s share of any such rebate or other non-invoiced benefits and (b) at Buyer’s request, DMC shall provide (i) reasonable backup for such Pass-Through Cost, including any underlying third party invoice(s) and shall take direction from the JPT (ii) access to its books and records on an open book basis in connection with respect to Buyer’s diligence of such bids and such liability (or else Pass-Through Invoice. Such Pass-Through Invoice shall be solely responsible for calculated by DMC using its good faith, commercially reasonable efforts to reasonably allocate the Pass-Through Costs that exceed the amounts budgeted therefor with respect to which it does not inform the JPT or take direction from the JPT). If MAP’s actual Pass-Through Costs under the Initial Development Budget or any Development Budget (on a line item–by–line item basis) are likely to exceed the amounts estimated for such line item by more than [***], MAP shall notify AstraZeneca between DMC and Buyer based upon relative usage and shall provide payment terms consistent with DMC’s payment of such underlying services, including a payment date concurrent with DMC’s ordinary payment for the underlying services. In the event Buyer disagrees with the amounts set forth on an invoice, the Buyer may seek remedies under Section 9.11 (including via subsection (c) thereof initially); provided, however, the foregoing shall not permit Buyer to AstraZeneca a full explanation of the basis for such excess costs (or else shall be solely liable for such excess), and the Parties shall meet withhold payments due pursuant to discuss the most efficient and cost-effective way to perform the relevant activity under the Initial Development Plan. (i) this Section 3.3. To the extent that Pass-Through Costs exceed mutually agreeable, DMC and Buyer may seek to have Buyer directly invoiced for its portion of the goods and services provided under Schedule F by up the third party provider, and in such case, Buyer shall directly remit payment to [***] the amounts budgeted therefor in the applicable line item in the Initial Development Budget or Development Budget, such excess costs and expenses shall automatically be deemed to be Development Costs to be reimbursed by AstraZeneca third party pursuant to Section 4.3.4(a) (but the amounts budgeted for the applicable line item in the Initial Development Budget or the Development Budget shall not be deemed to be amended unless AstraZeneca agrees to such an amendment). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDpayment terms thereof. (ii) To the extent that Pass-Through Costs exceed by more than [***] the amounts budgeted therefor in the applicable line item in the Initial Development Budget or Development Budget, such excess costs and expenses shall not be deemed to be Development Costs to be reimbursed by AstraZeneca pursuant to Section 4.3.4(a) (and the amounts budgeted for the applicable line item in the Initial Development Budget or the Development Budget shall not be deemed to be amended) except to the extent that AstraZeneca agrees to amend such line item to include such excess costs and expenses. The Parties acknowledge that the costs of the 302 Study remain uncertain, and agree to work together in good faith to amend the Initial Development Budget with respect thereto as such study and the costs associated therewith become more certain.

Pass-Through Costs. The Parties acknowledge that 9.1 TTL shall, subject to compliance by the Service Provider with, and TTL‟s rights under, the remaining provisions of this paragraph 9 and without application of any uplift, administration fee or similar by the Service Provider, pay certain of the costs budgeted for Third Party vendors properly incurred by the Service Provider in providing the Initial Development Budget or a Development Budget will initially be estimates Services and as further described in this paragraph 9 (such estimated costs, “Pass-Pass Through Costs”). MAP For the avoidance of doubt: (a) all Operational Charges payable by TTL as stated elsewhere in this Agreement shall solicit and provide exclude the Pass Through Costs; and (b) the Service Provider shall not be responsible for the payment of the Power Provider‟s charges, which TTL shall pay directly to the JPT bids for all material Pass-Power Provider. 9.2 The Pass Through Costs prior are limited to incurring the following: (a) reasonable postage costs incurred by the Service Provider directly and exclusively in corresponding with Customers as part of the Services; (b) reasonable costs of telephone calls incurred by the Service Provider directly and exclusively in communicating with Customers through the Contact Centre as part of the Services; (c) reasonable costs of SMS messages incurred by the Service Provider directly and exclusively in communicating with Customers as part of the Services; (d) fees payable to the Merchant Acquirer in respect of the Merchant Acquirer Service; and (e) in the event that the Service Provider is required to accept novation of one or becoming more Supply Contracts pursuant to Clause 45 (Novation or Management of Supply Contracts), subject to any contrary position agreed in accordance with that Clause 45, any fees or charges payable by the Service Provider under the relevant Notified Supply Contract in respect of the goods and/or services provided under that Notified Supply Contract. For the avoidance of doubt, any expense, cost, liability, loss, damage, action, claim or proceeding in respect of which the Service Provider is liable under any Notified Supply Contract shall not constitute a Pass Through Cost. 9.3 TTL shall not be responsible for any payments due to Third Parties providing merchant acquirer services other than the Merchant Acquirer. 9.4 The Service Provider shall ensure that all Pass Through Costs incurred are fair and reasonable and represent the best value available to TTL, including by using bulk discount schemes to reduce costs. Without limiting paragraph 9.5 below and Clause 42 (Audit and Inspection), the Service Provider shall maintain and, on TTL‟s request, furnish such Pass-particulars as TTL may reasonably require in order that it may be satisfied that the Pass Through Costs incurred by the Service Provider are fair and reasonable. If TTL is not so satisfied, TTL shall be entitled to reduce the amount of the Pass Through Costs payable to such amount as is fair and reasonable. 9.5 TTL shall have the right to inspect and audit Pass Through Costs in accordance with Clause 49 (Audit and Inspection). In the event that such inspection or audit reveals that the Service Provider has charged TTL, as Pass Through Costs, and for items which are not properly payable by TTL in accordance with this paragraph 9, TTL shall take direction be entitled to recover from the JPT with respect to Service Provider the cost of such bids items and such liability (or else shall be solely responsible for Pass-Through Costs that exceed the amounts budgeted therefor with respect to which it does not inform the JPT or take direction from the JPT). If MAP’s actual Pass-Through Costs under the Initial Development Budget or any Development Budget (on a line item–by–line item basis) are likely to exceed the amounts estimated for such line item by more than [***], MAP shall notify AstraZeneca and shall provide to AstraZeneca a full explanation of the basis for such excess costs (or else shall be solely liable for such excess), and the Parties shall meet to discuss the most efficient and cost-effective way to perform the relevant activity under the Initial Development Plan. (i) To the extent that Pass-Through Costs exceed by up to [***] the amounts budgeted therefor in the applicable line item in the Initial Development Budget or Development Budget, such excess further costs and expenses shall automatically be deemed to be Development Costs to be reimbursed incurred by AstraZeneca pursuant to Section 4.3.4(a) (but the amounts budgeted for the applicable line item TTL in the Initial Development Budget or the Development Budget shall not be deemed to be amended unless AstraZeneca agrees to such an amendment). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) To the extent that Pass-Through Costs exceed by more than [***] the amounts budgeted therefor in the applicable line item in the Initial Development Budget or Development Budget, such excess costs and expenses shall not be deemed to be Development Costs to be reimbursed by AstraZeneca pursuant to Section 4.3.4(a) (and the amounts budgeted for the applicable line item in the Initial Development Budget or the Development Budget shall not be deemed to be amended) except to the extent that AstraZeneca agrees to amend such line item to include such excess costs and expenses. The Parties acknowledge that the costs respect of the 302 Study remain uncertaininspection or audit carried out by TTL, and agree to work together in good faith to amend plus interest on such sums at the Initial Development Budget with respect thereto as such study and the costs associated therewith become more certainInterest Rate.