IN CONSIDERATION OF SERVICES PERFORMED HEREUNDER, TMC
SHALL (A) REIMBURSE NYCOMED THE FTE COSTS FOR NYCOMED'S ACTIVITIES UNDER THIS
AGREEMENT; AND (B) REIMBURSE NYCOMED FOR ANY OUT-OF-POCKET COSTS OWED TO A THIRD
PARTY AND INCURRED BY NYCOMED AFTER THE EFFECTIVE DATE TO THE EXTENT SOLELY
ATTRIBUTABLE AND DIRECTLY RELATED TO THE ITEMS LISTED ON SCHEDULE 2.1(B) OR
OTHERWISE PRE-APPROVED BY TMC IN WRITING (THE "NYCOMED EXPENSES"); PROVIDED,
HOWEVER, THAT (I) SUCH COSTS SHALL BE INCURRED IN THE ORDINARY COURSE OF
BUSINESS AND CONSISTENT WITH NYCOMED'S PAST PRACTICE, (II) SUCH COSTS SHALL BE
IN ACCORDANCE WITH THE BUDGET SET FORTH ON SCHEDULE 2.1(B) OR OTHERWISE
PRE-APPROVED BY TMC IN WRITING, AND (III) NYCOMED SHALL MAINTAIN ADEQUATE
SUPPORTING DOCUMENTATION TO SUBSTANTIATE ALL SUCH COSTS BILLED TO TMC AND SHALL
PROVIDE THE FOREGOING TO TMC UPON REQUEST.
15
10.2.
CALCULATION. THE FTE COSTS AND NYCOMED EXPENSES (COLLECTIVELY, THE
"SERVICE FEE") FOR EACH CALENDAR QUARTER SHALL BE CALCULATED BY NYCOMED AT THE
END OF SUCH QUARTER, ON BEHALF OF ITSELF AND NYCOMED'S AFFILIATES, AND SHALL BE
REPORTED BY NYCOMED TO TMC AFTER THE END OF EACH SUCH CALENDAR QUARTER, ALONG
WITH DETAILED REPORTS OF THE CALCULATION THEREOF, AS FOLLOWS:
WITHIN FIVE
BUSINESS DAYS AFTER THE END OF EACH QUARTER, NYCOMED SHALL REPORT SUCH
INFORMATION WITH RESPECT TO THE FIRST TWO MONTHS OF SUCH QUARTER, AND WITHIN TEN
BUSINESS DAYS AFTER THE END OF EACH QUARTER, NYCOMED SHALL REPORT SUCH
INFORMATION WITH RESPECT TO THE THIRD MONTH OF SUCH QUARTER. IF ANY PORTION OF
THE SERVICES FEE IS STATED IN A CURRENCY OTHER THAN UNITED STATES DOLLARS DURING
SUCH QUARTER, THEN, FOR THE PURPOSE OF CALCULATING THE SERVICE FEE FOR SUCH
QUARTER, SUCH PORTION OF THE SERVICE FEE SHALL BE CONVERTED INTO UNITED STATES
DOLLARS AT THE EXCHANGE RATE BETWEEN THOSE TWO CURRENCIES MOST RECENTLY QUOTED
IN THE EUROPEAN CENTRAL BANK IN FRANKFURT AS OF THE LAST BUSINESS DAY OF SUCH
CALENDAR QUARTER. IF NO SUCH EXCHANGE RATE HAS BEEN QUOTED IN THE EUROPEAN
CENTRAL BANK IN FRANKFURT AT ANY TIME DURING THE TWELVE (12) MONTH PERIOD
PRECEDING THE LAST BUSINESS DAY OF SUCH QUARTER, THE PARTIES SHALL DETERMINE IN
GOOD FAITH A REASONABLE EXCHANGE RATE TO BE APPLIED TO SUCH PORTION OF THE
SERVICE FEE.
10.3.
PAYMENT FORM.
(A)
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.
(B)
TAXES NOW OR HEREAFTER IMPOSED WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREUNDER (WITH THE EXCEPTION OF INCOME TAXES OR OTHER TAXES
IMPOSED UPON TMC AND MEASURED BY THE GROSS OR NET INCOME OF TMC) SHALL BE THE
RESPONSIBILITY OF NYCOMED AS BETWEEN TMC AND NYCOMED, AND IF PAID OR REQUIRED TO
BE