Commercial Pricing and Quantity Sample Clauses

Commercial Pricing and Quantity. For the period of the Term following the Preliminary Period, the API Purchase Price shall be determined and subject to adjustment in accordance with this Section 2.4. (a) At least four (4) months prior to the date the Parties agree that commercial scale production will begin from the Facility Expansion, and, thereafter, at least four (4) months prior to the expiration of the [*] period following the date on which the API Purchase Price is agreed with respect to the Facility Ready Date and on a biennial basis thereafter during the remainder of the Term (in each case the "Price Negotiation Period"), the Parties shall discuss changes to the API Purchase Price and shall reach agreement in good faith on a revised API Purchase Price for the succeeding [*] period (the "[*] Period"). The negotiation of the API Purchase Price shall be based on factors such as market conditions with respect to the supply chain and taking into account the increased volumes and efficiencies made available by the Facility Expansion as well as the Party who has funded the Facility Expansion, the amortization and depreciation of the Facility Expansion, other capital expenditures and costs needed to commission start-up and operate the facility. (b) During the first two (2) months of the Price Negotiation Period, either of the Parties may request that the Chief Executive Officers of each of the Parties participate in the negotiation process. During the Price Negotiation Period, the Parties will negotiate in good faith a commercially reasonable API Purchase Price for the succeeding [*] Period. During the Term of this Agreement, the commercially reasonable API Purchase Price will not exceed the API Purchase Price for the Preliminary Period in the absence of a catastrophic disruption to the heparin market, and then only during the period that Raw Material costs are elevated by such catastrophic disruption. (c) During the last two (2) months of the Price Negotiation Period, in the event the Parties have not reached agreement on the API Purchase Price, either Party may request arbitration for the API Purchase Price for the succeeding [*] Period by providing written notice of arbitration to the other Party. Within ten (10) days of receipt of such notice the Parties shall appoint as Arbitrator an independent accounting firm of regional or national stature who shall make the determination of the API Purchase Price for the succeeding [*] Period pursuant to the procedure set forth below. The Arbitra...