definiens: shall mean ( i ) meeting the highest professional 3 . Supply of API and Materials : standard of diligence, care, timeliness, trust, ( a ) [ Client shall, at its expense, supply [COMPANY] with dependability, safety, efficiency, economy and skill sufficient quantities of the API for [COMPANY] 's use In exercised by members of [COMPANY] 's profession in the performing the Services . ] United States ; ( ii ) exercising such professional standard ( b ) The costs of all third party suppliers ' fees and the by appropriate action or inaction during the term of this purchase of project specific items ( such as raw Contract ; and ( iii ) complying with all applicable laws materials, excipients, packaging, special equipment, and/or regulations . tooling, change parts, laboratory columns and reagents, ( b ) Parties must agree on changes, deletions or additions to reference standards including those under the applicable the Services rChanges " ) . United States Pharmacopoeia, the National Formulary, ( c ) Minor Changes shall be confirmed by electronic mail, the British Pharmacopoeia, the European facsimile or other written document . Significant Pharmacopoeia or the Japanese Pharmacopoeia ) Changes ( such as a request by the Client to change the necessary for [COMPANY] to perform the Services ( such Project Scope ) shall be confirmed by a Change of Scope costs, fees and purchases, collectively, " Project Costs · ) Agreement, executed by each of [COMPANY] and Client . shall be purchased by [COMPANY] and charged to Client at [ [COMPANY] 's cost plus an additional 15 % as a handling 2 . Payment and Deposit : charge ], such projected Project Costs to be provided to A. Payment Client Notwithstanding anything to the contrary, ( a ) Client shall pay [COMPANY] for the Services as [ [COMPANY] shall not purchase nor shall Client be obligated outlined in this Contract and for any Changes to reimburse [COMPANY] for any Project Costs, individually which shall be invoiced separately at [COMPANY] 's or in the aggregate, in excess of $ 10,000 without the then prevailing hourly rates . prior written approval of Client . ] ( b ) If Client causes any delay to [COMPANY] 's provision ( c ) If applicable, [COMPANY] and the Client will cooperate and of Services for reason within its control ( such as provide such assistance to each other as may be a delay in responding to a [COMPANY] inquiry or a reasonably necessary to permit the import of the API delay in the delivery of the active pharmaceutical and other materials into the country where the Services ingredient ( », then [COMPANY] shall be entitled will be performed