Proteon logo     Print Page | Close Window

SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
Entire Document
 

 

 

6.2                               Payment Terms. All invoices for completed stages and/or substages shall be issued within thirty (30) days after the applicable completion date. All amounts due thereunder shall be due and payable within thirty (30) days after receipt of such invoice. In the event that PROTEON has not paid an invoice within thirty (30) Business Days of the applicable due date (as established by the preceding sentences), PROTEON’s failure shall be considered a material breach under Section 18.3.1, subject to the cure provisions set forth therein. Payments shall be made by wire transfer or check in U.S. currency. Past due amounts shall bear interest from the date due until paid at a rate equal to the lesser of twelve percent (12%) per annum, or the maximum rate permitted by applicable law. PROTEON shall not be considered to be in breach of Section 18.3.1 with respect to payments that PROTEON contests in good faith using the procedures in Section 20.3 during the pendency of such dispute; provided that in the event PROTEON does not prevail in such dispute then interest shall accrue from the date payment was due until the date PROTEON makes payment and such payment shall when made shall be accompanied by all interest so accrued.

 

6.3                               Currency and Exchange Rate. All invoices submitted to PROTEON pursuant to Section 6.2 shall be paid by PROTEON in U.S. Dollars (USD) based on the conversion of each payment amount scheduled in the Swiss Francs (CHF) denominated Milestone Payment Schedule in Exhibit B to USD, utilizing the base exchange rate, as described in the next sentence, or as otherwise adjusted pursuant to this Section 6.3. The base exchange rate for this Agreement will be that for purchasing CHF with USD at closing on the Effective Date of the Agreement as stated in the Wall Street Journal, Eastern Edition. If the exchange rate, as stated in the Wall Street Journal, Eastern Edition, for purchasing CHF with USD increases or decreases by 5% or less from the base exchange rate at any date of invoice then no adjustment shall be made; if the exchange rate for purchasing CHF with USD increases or decreases by more than 5% from the base exchange rate at any date of invoice, then LONZA shall continue to bear the burden or benefit of the first 5% increase or decrease, and the Parties shall each assume 50% of the burden or the benefit of such increase or decrease greater than 5%.

 

6.4                               Taxes. The pricing under this Agreement includes all duties and taxes, however designated, levied or based on this Agreement or the services delivered hereunder, including, without limitation, any personal property, sales, goods and services, use or value added taxes whether such taxes are now in force or subsequently levied. PROTEON shall not be responsible for any taxes (excluding taxes based on PROTEON’s net income and FICA, workers’ compensation, unemployment and withholding taxes concerning PROTEON personnel) with respect to the transactions contemplated by this Agreement. The Parties will cooperate to minimize, to the extent legally permissible, the tax liabilities related to this Agreement. Notwithstanding the foregoing, such cooperation shall not cause any adverse tax consequences to be incurred by either Party which would not have otherwise been incurred under the provisions of this Agreement, including this Section 6.3.

 

ARTICLE 7
MANUFACTURING AUDITS

 

During regular business hours and upon at least four (4) weeks prior notice to LONZA, PROTEON shall have the right to perform, directly or through its representatives (agreed with

 


* CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

14