PAYMENT
THEREOF IN FULL.
8.7.
PAYMENT FORM. ALL PAYMENTS BETWEEN THE PARTIES SHALL BE IN US
DOLLARS AND SHALL BE MADE BY BANK WIRE TRANSFER IN NEXT DAY AVAILABLE FUNDS TO
THE BANK ACCOUNT DESIGNATED IN WRITING BY THE RECEIVING PARTY FROM TIME TO TIME.
FOR THE SAKE OF CLARITY, TMC SHALL PAY ANY AMOUNTS DUE BY TMC HEREUNDER ONLY TO
NYCOMED DANMARK APS AND TMC SHALL HAVE NO OBLIGATION TO MAKE ANY PAYMENTS TO ANY
NYCOMED AFFILIATE.
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8.8.
AUDIT AND INSPECTION; COOPERATION WITH RESPECT TO FINANCIAL
INFORMATION. FOR A PERIOD OF [**] NEXT FOLLOWING EACH CALENDAR YEAR, NYCOMED
SHALL KEEP, AND SHALL CAUSE EACH OF ITS AFFILIATES INVOLVED WITH THE ACTIVITIES
UNDER THIS AGREEMENT TO KEEP, FULL, TRUE, AND ACCURATE BOOKS AND RECORDS
CONTAINING ALL PARTICULARS RELEVANT TO SUCH ACTIVITIES DURING SUCH YEAR IN
SUFFICIENT DETAIL TO ENABLE TMC TO VERIFY THE AMOUNTS PAYABLE BY TMC TO NYCOMED
HEREUNDER. TMC SHALL HAVE THE RIGHT, [**] DURING ANY CALENDAR YEAR, TO HAVE SUCH
BOOKS AND RECORDS OF NYCOMED AUDITED BY A QUALIFIED NATIONALLY-RECOGNIZED,
INDEPENDENT ACCOUNTING FIRM OF TMC'S CHOOSING, DURING NORMAL BUSINESS HOURS UPON
REASONABLE NOTICE, FOR THE SOLE PURPOSE OF VERIFYING THE ACCURACY OF THE AMOUNTS
PAID BY TMC TO NYCOMED HEREUNDER. IN THE EVENT THAT AN AUDIT SHOWS THAT NYCOMED
HAS OVERCHARGED OR UNDERPAID TMC BY [**] PERCENT ([**]%) OR MORE, THEN NYCOMED
SHALL PAY FOR ALL COSTS OF SUCH AUDIT, OTHERWISE THE COSTS OF SUCH AUDIT SHALL
BE BORNE BY TMC. IN ALL CASES, NYCOMED SHALL REIMBURSE TO TMC ANY OVERCHARGED OR
UNDERPAID AMOUNTS PROMPTLY, TOGETHER WITH INTEREST CALCULATED IN ACCORDANCE WITH
SECTION 8.6, AND TMC SHALL PROMPTLY PAY TO NYCOMED ANY AMOUNTS WHICH THE AUDIT
SHOWS NYCOMED HAS UNDERCHARGED OR OVERPAID TMC. NYCOMED WILL COOPERATE WITH TMC,
AT TMC'S COST AND EXPENSE, TO ASSIST TMC, AS REASONABLY REQUESTED BY TMC, IN THE
PREPARATION OF ANY FINANCIAL INFORMATION OR STATEMENTS REQUIRED BY TMC AS A
RESULT OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSITION
AGREEMENTS.
9.
EMPLOYEES
THE PARTIES HAVE CONSIDERED THE POSSIBILITY OF WHETHER TUPE IS TRIGGERED BY THIS
AGREEMENT, AND HAVE AGREED AS FOLLOWS:
9.1.
FOR PURPOSES OF THIS SECTION 9:
9.1.1.
"ASSIGNED EMPLOYEES" MEANS EMPLOYEES OF NYCOMED OR ANY
SUBCONTRACTOR (OF WHATEVER TIER), IN ANY JURISDICTION, WHO ARE AT THE EFFECTIVE
DATE ASSIGNED (SUFFICIENTLY FOR THE PURPOSES OF TUPE) TO THE SERVICES PROVIDED
BY NYCOMED TO TMC.
9.1.2.
"UNEXPECTED EMPLOYEE" HAS THE MEANING SET FORTH IN SECTION 9.7.
9.1.3.
"UNEXPECTED EMPLOYEE LIABILITY" HAS THE MEANING SET FORTH IN
SECTION 9.8.
9.1.4.
"TERMINATION" MEANS ANY OF: THE EXPIRATION OF ANY OF THE
TRANSACTION AGREEMENTS OR THE QUALITY AGREEMENTS; OR THE FULL OR PARTIAL
TERMINATION BY EITHER PARTY OF NYCOMED'S PROVISION OF ANY SERVICES UNDER ANY OF
THE TRANSACTION AGREEMENTS OR THE QUALITY AGREEMENTS (AT ANY TIME, AND WITH OR
WITHOUT CAUSE).
9.1.5.
"TUPE" MEANS, AS APPROPRIATE, (A) THE EUROPEAN UNION'S ACQUIRED
RIGHTS DIRECTIVES NOS. 77/187/EEC AND/OR 01/23/EC; (B) THE TRANSFER OF
UNDERTAKINGS (PROTECTION OF EMPLOYMENT) REGULATIONS 2006; (C) THE LEGISLATION
ENACTED