4.4
PERIODIC ADJUSTMENTS.
GROUP AND CLARIENT
SHALL REVIEW THE COMPENSATION STRUCTURE SET FORTH HEREIN NO LESS FREQUENTLY THAN
QUARTERLY AND MAY AGREE IN WRITING TO MODIFY SUCH COMPENSATION STRUCTURE FROM
TIME TO TIME.
SUCH REVIEW SHALL CONSIDER THE SCOPE OF THE OPERATIONS AND
SERVICES PROVIDED PURSUANT TO THIS AGREEMENT AT THE TIME OF THE REVIEW, CHANGES
IN THE PURCHASING POWER OF MONEY AND THE EXPENSES AND RISKS TO GROUP IN
PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.
4.5
RIGHT OF OFFSET.
GROUP HEREBY EXPRESSLY
AUTHORIZES CLARIENT, AT CLARIENT'S SOLE DISCRETION, TO THE FULLEST EXTENT
ALLOWED BY APPLICABLE LAW, AT ANY TIME AND FROM TIME TO TIME, TO SET OFF AND/OR
WITHHOLD FROM GROUP'S COMPENSATION PAYABLE PURSUANT TO THIS AGREEMENT, ANY SUM
OR SUMS NECESSARY TO SATISFY ALL OR ANY PORTION OF ANY OUTSTANDING AND
DELINQUENT OBLIGATION OWED BY GROUP TO CLARIENT FROM ANY OTHER FINANCIAL
ARRANGEMENT GROUP MAY HAVE WITH LAB, ITS SUBSIDIARIES OR AFFILIATES, OR FOR ANY
OTHER SERVICES OR SPACE OR EQUIPMENT RENTAL LAB, ITS SUBSIDIARIES OR AFFILIATES,
MAY PROVIDE OR HAVE PROVIDED TO GROUP.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THIS PROVISION IS INTENDED TO PERMIT CLARIENT TO APPLY ANY
COMPENSATION PAYABLE TO GROUP FOR SERVICES RENDERED PURSUANT TO THIS AGREEMENT
TO ANY OUTSTANDING LOAN OR RENTAL OBLIGATIONS OWED BY GROUP TO CLARIENT.
4.6
NO REFERRALS.
NOTHING IN THIS AGREEMENT
REQUIRES, AND THERE ARE NO UNDERSTANDINGS OR ARRANGEMENTS BETWEEN THE PARTIES
WITH RESPECT TO THE RECOMMENDATION, REFERRAL OR ANY OTHER ARRANGEMENT FOR THE
PROVISION OF ANY ITEM OR SERVICE OFFERED BY THE PARTIES OR ANY OF THEIR
RESPECTIVE AFFILIATES, AND NO COMPENSATION OR OTHER BENEFITS TO GROUP UNDER THIS
AGREEMENT REQUIRE OR ARE IN ANY WAY CONTINGENT THEREON.
4.7
BILLING FOR PROFESSIONAL SERVICES PERFORMED AT
LAB; GLOBAL BILLING.
GROUP AND GROUP PHYSICIANS ACKNOWLEDGE THAT LAB SHALL HAVE
THE SOLE AND EXCLUSIVE RIGHT TO BILL AND COLLECT FOR THE PROFESSIONAL SERVICES
RENDERED UNDER THIS AGREEMENT, AND HEREBY ASSIGN THEIR RIGHT TO BILL AND COLLECT
FOR SUCH PROFESSIONAL SERVICES TO LAB.
SUBJECT TO SECTION 3.2(A), LAB SHALL
BILL AND COLLECT FOR SUCH PROFESSIONAL SERVICES AND ANY AND ALL RELATED
TECHNICAL SERVICES PROVIDED BY LAB ON A GLOBAL FEE BASIS, AT ITS OWN EXPENSE AND
UNDER ITS OWN PROVIDER NUMBER.
CONSEQUENTLY, GROUP HAS, AND SHALL HAVE, NO
CLAIMS AS A THIRD-PARTY BENEFICIARY, OR OTHERWISE, FOR ANY COMPENSATION OR OTHER
AMOUNTS FROM THIRD-PARTY PAYORS.
GROUP SHALL SEEK AND OBTAIN COMPENSATION FOR
THE PERFORMANCE OF PROFESSIONAL SERVICES ONLY FROM CLARIENT PURSUANT TO
SECTION 4.1.
GROUP SHALL NOT BILL, ASSESS OR CHARGE ANY FEE, ASSESSMENT OR
CHARGE OF ANY TYPE AGAINST ANY OTHER PERSON OR ENTITY FOR PROFESSIONAL SERVICES
PROVIDED.
GROUP AND GROUP PHYSICIANS HEREBY ASSIGN TO LAB ALL RIGHT, TITLE AND
INTEREST IN ANY ACCOUNTS RECEIVABLE GENERATED BY THE PROVISION OF PROFESSIONAL
SERVICES UNDER THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
ACCORDINGLY, LAB SHALL BE THE SOLE OWNER OF THE ACCOUNTS RECEIVABLE FOR ANY AND
ALL OF THE PROFESSIONAL SERVICES PERFORMED UNDER THIS AGREEMENT.
GROUP SHALL
PROMPTLY DELIVER TO LAB