Adjustment to Applicable Purchase Price Sample Clauses

Adjustment to Applicable Purchase Price. (i) If, in any calendar quarter, the average Net Sales price per unit in the United States for the Initial Blood Screening Assay for the qualitative detection of both HCV and HIV-1 (other than sales pursuant to Sections 3.1.4(b) or 3.6) is [***], (provided, however, that such threshold price shall be adjusted for inflation occurring after the Effective Date which increases Gen-Probe's net Manufacturing Cost, pursuant to a fair method to be agreed upon by the parties), then the parties shall meet and negotiate in good faith concerning an adjustment to the Applicable Purchase Price in the Territory designed to compensate Gen-Probe with respect to the disproportionate burden which, as the party bearing the manufacturing cost, it would bear from the reduction in the average selling price. At such time, if any, the parties will consider, as one alternative, the establishment of a fixed transfer price for the Initial Blood Screening Assays. (ii) Within sixty (60) days after the end of each calendar quarter, Chiron shall prepare and provide Gen-Probe with a report showing in reasonably specific detail for such calendar quarter the calculation of the weighted average of the Net Sales price per unit in the Territory for the Initial Blood Screening Assay for the qualitative detection of both HCV and HIV-1 (other than sales pursuant to Sections 3.1.4(b) or 3.6).

Adjustment to Applicable Purchase Price. (i) If, in any calendar quarter, the average Net Sales price per unit in the United States for the Initial Blood Screening Assay for the qualitative detection of both HCV and HIV-1 (other than sales pursuant to Sections 3.1.4(b) or 3.6) is [CONFIDENTIAL TREATMENT REQUESTED], (PROVIDED, HOWEVER, that such threshold price shall be adjusted for inflation occurring after the Effective Date which increases Gen-Probe's net Manufacturing Cost, pursuant to a fair method to be agreed upon by the parties), then the parties shall meet and negotiate in good faith concerning an adjustment to the Applicable Purchase Price in the Territory designed to compensate Gen-Probe with respect to the disproportionate burden which, as the party bearing the manufacturing cost, it would bear from the reduction in the average selling price. At such time, if any, the parties will consider, as one alternative, the establishment of a fixed transfer price for the Initial Blood Screening Assays. (ii) Within sixty (60) days after the end of each calendar quarter, Chiron shall prepare and provide Gen-Probe with a report showing in reasonably specific detail for such calendar quarter the calculation of the weighted average of the Net Sales price per unit in the Territory for the Initial Blood Screening Assay for the qualitative detection of both HCV and HIV-1 (other than sales pursuant to Sections 3.1.4(b) or 3.6).