Common use of Costs and Payments Clause in Contracts

Costs and Payments. Generally, Company and Supplier agree to a fixed price for Supplier's manufacture of pilot plant and validation lots for both the Compound and the CCA intermediate. Commercial Compound prices will be based on a per-kilo, volume-adjusted manufacturing price, which take into account specific inflation, currency and yield adjustments (resulting from gained process efficiencies or technical advances in manufacturing). Supplier is liable for paying all necessary taxes, licensing fees and other assessments in connection with manufacturing material hereunder. All invoices will be billed in US dollars (USD $). (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Specifically, Company will be liable to Supplier for the ***** PILOT LOTS OF CCA (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) ***** (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) ***** (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Company and Supplier agree that ***** of the total payment--less ***** as discussed below--will be due to Supplier net ***** upon receipt of Supplier's invoice to Company. Supplier will invoice Company (in USD $) for the CCA intermediate and Compound produced during pilot plant or validation lot operations upon providing documentation to the Company as set forth in Paragraph 6a, Manufacturing Documentation. However, Company will reimburse Supplier for all ***** set forth above as they are incurred by Supplier. Reimbursement for ***** will be due net ***** upon receipt of Supplier's invoice. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Within ***** of Company's receipt of all completed production records (as specified in Paragraph 6.a, Manufacturing Documentation) Company will issue a Certificate of Analysis and product release document, provided that the corresponding documentation conforms with agreed specifications and standards as set forth in the Project Plan and Validation Lot Plan. Supplier will then invoice the Company for the remaining ***** balance which will be due net ***** upon receipt of Supplier's invoice. Company's payment of any outstanding dues will not serve to waive any rights it may have in law or as specifically stated herein, should delivered material not meet established standards. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Price for manufacturing commercial Compound lots and payment schedules will be discussed upon commencement of the ***** forecasting meeting as discussed in Paragraph 11, Commercial Forecasting. Supplier and Company will agree to manufacturing rates by the end of the ***** for the upcoming calendar year and will revise manufacturing rates accordingly. Factors that affect manufacturing rates will include: (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) ***** (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Company may increase Supplier's production of Compound intermediates above levels required to meet Company's forecasted needs for Compound. If so requested, Supplier will manufacture designated intermediates and will store this material without charge for future conversion to Compound. In this event, Supplier may invoice Company, at a mutually agreed price, for manufacturing the additional requested inventory of intermediates. Unless otherwise stated, all invoices from Supplier will be due net ***** from Company's receipt of the invoice. The cost for any capital improvements that Supplier and Company deem necessary for the manufacture of material under the Commercial Operation Plan shall be an itemized cost in the cost structure for manufacturing during the initial term of Supplier's commercial production for the Company. The parties agree that in the event a dispute arises regarding the accuracy of Supplier's costs, Company may appoint an independent financial auditor, at Company's sole expense, to review Supplier's records at reasonable and convenient times to verify Supplier's calculations. Said independent financial auditor shall be permitted to verify and report to Company on the accuracy of Supplier's price. Based on the findings of this independent auditor, Company and Supplier will negotiate and agree to commercial manufacturing price adjustments.

Costs and Payments. Generally, Company and Supplier agree to a fixed price for Supplier's manufacture of pilot plant and validation lots for both the Compound and the CCA intermediate. Commercial Compound prices will be based on a per-per- kilo, volume-adjusted manufacturing price, which take into account specific inflation, currency and yield adjustments (resulting from gained process efficiencies or technical advances in manufacturing). Supplier is liable for paying all necessary taxes, licensing fees and other assessments in connection with manufacturing material hereunder. All invoices will be billed in US dollars (USD $). (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Specifically, Company will be liable to Supplier for the ***** PILOT LOTS OF CCA (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) ***** (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) ***** (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Company and Supplier agree that ***** of the total payment--less ***** as discussed below--will be due to Supplier net ***** upon receipt of Supplier's invoice to Company. Supplier will invoice Company (in USD $) for the CCA intermediate and Compound produced during pilot plant or validation lot operations upon providing documentation to the Company as set forth in Paragraph 6a, Manufacturing Documentation. However, Company will reimburse Supplier for all ***** set forth above as they are incurred by Supplier. Reimbursement for ***** will be due net ***** upon receipt of Supplier's invoice. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Within ***** of Company's receipt of all completed production records (as specified in Paragraph 6.a, Manufacturing Documentation) Company will issue a Certificate of Analysis and product release document, provided that the corresponding documentation conforms with agreed specifications and standards as set forth in the Project Plan and Validation Lot Plan. Supplier will then invoice the Company for the remaining ***** balance which will be due net ***** upon receipt of Supplier's invoice. Company's payment of any outstanding dues will not serve to waive any rights it may have in law or as specifically stated herein, should delivered material not meet established standards. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Price for manufacturing commercial Compound lots and payment schedules will be discussed upon commencement of the ***** forecasting meeting as discussed in Paragraph 11, Commercial Forecasting. Supplier and Company will agree to manufacturing rates by the end of the ***** for the upcoming calendar year and will revise manufacturing rates accordingly. Factors that affect manufacturing rates will include: (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) ***** (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Company may increase Supplier's production of Compound intermediates above levels required to meet Company's forecasted needs for Compound. If so requested, Supplier will manufacture designated intermediates and will store this material without charge for future conversion to Compound. In this event, Supplier may invoice Company, at a mutually agreed price, for manufacturing the additional requested inventory of intermediates. Unless otherwise stated, all invoices from Supplier will be due net ***** from Company's receipt of the invoice. The cost for any capital improvements that Supplier and Company deem necessary for the manufacture of material under the Commercial Operation Plan shall be an itemized cost in the cost structure for manufacturing during the initial term of Supplier's commercial production for the Company. The parties agree that in the event a dispute arises regarding the accuracy of Supplier's costs, Company may appoint an independent financial auditor, at Company's sole expense, to review Supplier's records at reasonable and convenient times to verify Supplier's calculations. Said independent financial auditor shall be permitted to verify and report to Company on the accuracy of Supplier's price. Based on the findings of this independent auditor, Company and Supplier will negotiate and agree to commercial manufacturing price adjustments.

Costs and Payments. Generally, Company and Supplier agree to a fixed price for Supplier's manufacture of pilot plant and validation lots for both the Compound and the CCA intermediate. Commercial Compound prices will be based on a per-kilo, volume-adjusted manufacturing price, which take into account specific inflation, currency and yield adjustments (resulting from gained process efficiencies or technical advances in manufacturing). Supplier is liable for paying all necessary taxes, licensing fees and other assessments in connection with manufacturing material hereunder. All invoices will be billed in US dollars (USD $). (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Specifically, Company will be liable to Supplier for the ***** PILOT LOTS OF CCA (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) ***** (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) ***** (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Company and Supplier agree that ***** of the total payment--less ***** as discussed below--will be due to Supplier net ***** upon receipt of Supplier's invoice to Company. Supplier will invoice Company (in USD $) for the CCA intermediate and Compound produced during pilot plant or validation lot operations upon providing documentation to the Company as set forth in Paragraph 6a, Manufacturing Documentation. However, Company will reimburse Supplier for all ***** set forth above as they are incurred by Supplier. Reimbursement for ***** will be due net ***** upon receipt of Supplier's invoice. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Within ***** of Company's receipt of all completed production records (as specified in Paragraph 6.a, Manufacturing Documentation) Company will issue a Certificate of Analysis and product release document, provided that the corresponding documentation conforms with agreed specifications and standards as set forth in the Project Plan and Validation Lot Plan. Supplier will then invoice the Company for the remaining ***** balance which will be due net ***** upon receipt of Supplier's invoice. Company's payment of any outstanding dues will not serve to waive any rights it may have in law or as specifically stated herein, should delivered material not meet established standards. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Price for manufacturing commercial Compound lots and payment schedules will be discussed upon commencement of the ***** June 1997 forecasting meeting as discussed in Paragraph 11, Commercial Forecasting. Supplier and Company will agree to manufacturing rates by the end of the ***** for the upcoming calendar year and will revise manufacturing rates accordingly. Factors that affect manufacturing rates will include: (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) ***** (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Company may increase Supplier's production of Compound intermediates above levels required to meet Company's forecasted needs for Compound. If so requested, Supplier will manufacture designated intermediates and will store this material without charge for future conversion to Compound. In this event, Supplier may invoice Company, at a mutually agreed price, for manufacturing the additional requested inventory of intermediates. Unless otherwise stated, all invoices from Supplier will be due net ***** from Company's receipt of the invoice. The cost for any capital improvements that Supplier and Company deem necessary for the manufacture of material under the Commercial Operation Plan shall be an itemized cost in the cost structure for manufacturing during the initial term of Supplier's commercial production for the Company. The parties agree that in the event a dispute arises regarding the accuracy of Supplier's costs, Company may appoint an independent financial auditor, at Company's sole expense, to review Supplier's records at reasonable and convenient times to verify Supplier's calculations. Said independent financial auditor shall be permitted to verify and report to Company on the accuracy of Supplier's price. Based on the findings of this independent auditor, Company and Supplier will negotiate and agree to commercial manufacturing price adjustments.

Costs and Payments. Generally, Company and Supplier agree to a fixed price for Supplier's manufacture of pilot plant and validation lots for both the Compound and the CCA intermediate. Commercial Compound prices will be based on a per-per- kilo, volume-adjusted manufacturing price, which take into account specific inflation, currency and yield adjustments (resulting from gained process efficiencies or technical advances in manufacturing). Supplier is liable for paying all necessary taxes, licensing fees and other assessments in connection with manufacturing material hereunder. All invoices will be billed in US dollars (USD $). (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Specifically, Company will be liable to Supplier for the ***** PILOT LOTS OF CCA (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) ***** (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) ***** (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Company and Supplier agree that ***** of the total payment--less ***** as discussed below--will be due to Supplier net ***** upon receipt of Supplier's invoice to Company. Supplier will invoice Company (in USD $) for the CCA intermediate and Compound produced during pilot plant or validation lot operations upon providing documentation to the Company as set forth in Paragraph 6a, Manufacturing Documentation. However, Company will reimburse Supplier for all ***** set forth above as they are incurred by Supplier. Reimbursement for ***** will be due net ***** upon receipt of Supplier's invoice. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Within ***** of Company's receipt of all completed production records (as specified in Paragraph 6.a, Manufacturing Documentation) Company will issue a Certificate of Analysis and product release document, provided that the corresponding documentation conforms with agreed specifications and standards as set forth in the Project Plan and Validation Lot Plan. Supplier will then invoice the Company for the remaining ***** balance which will be due net ***** upon receipt of Supplier's invoice. Company's payment of any outstanding dues will not serve to waive any rights it may have in law or as specifically stated herein, should delivered material not meet established standards. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Price for manufacturing commercial Compound lots and payment schedules will be discussed upon commencement of the ***** June 1997 forecasting meeting as discussed in Paragraph 11, Commercial Forecasting. Supplier and Company will agree to manufacturing rates by the end of the ***** for the upcoming calendar year and will revise manufacturing rates accordingly. Factors that affect manufacturing rates will include: (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) ***** *; commencing June 1997; (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) Company may increase Supplier's production of Compound intermediates above levels required to meet Company's forecasted needs for Compound. If so requested, Supplier will manufacture designated intermediates and will store this material without charge for future conversion to Compound. In this event, Supplier may invoice Company, at a mutually agreed price, for manufacturing the additional requested inventory of intermediates. Unless otherwise stated, all invoices from Supplier will be due net ***** from Company's receipt of the invoice. The cost for any capital improvements that Supplier and Company deem necessary for the manufacture of material under the Commercial Operation Plan shall be an itemized cost in the cost structure for manufacturing during the initial term of Supplier's commercial production for the Company. The parties agree that in the event a dispute arises regarding the accuracy of Supplier's costs, Company may appoint an independent financial auditor, at Company's sole expense, to review Supplier's records at reasonable and convenient times to verify Supplier's calculations. Said independent financial auditor shall be permitted to verify and report to Company on the accuracy of Supplier's price. Based on the findings of this independent auditor, Company and Supplier will negotiate and agree to commercial manufacturing price adjustments.