Extraordinary Increases or Decreases in Component Costs. If, at any time during a Year, market conditions result in Patheon's cost of Components being materially greater or less than normal forecasted increases or decreases, then the parties will be entitled to an adjustment to the Price for any affected Product to compensate it for the increased or decreased Component costs. Changes materially greater or less than normal forecasted increases will have occurred if: (i) the cost of a Component increases or decreases by ***% of the cost for that Component upon which the most recent fee quote was based; or (ii) the aggregate cost for all Components required to manufacture a Product increases or decreases by ***% of the total Component costs for the Product upon which the most recent fee quote was based. If Component costs have been previously adjusted to reflect an increase or decrease in the cost of one or more Components, the adjustments set out in (i) and (ii) above will operate based on the last cost adjustment for such Components. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment based on extraordinary increases in Component costs is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers but, at the request of Client, Patheon will use commercially reasonable efforts to obtain consent of its suppliers to disclose pricing information applicable to Client’s Products. The revised Price will be effective for any Product delivered on or after the first day of the month following Client’s receipt of the revised Schedule B but, upon *** days prior written notice to Patheon, Client will have the right to directly source any Component, the price for which has been increased pursuant to this Section 4.3.
Extraordinary Increases or Decreases in Component Costs. If the cost of a Component increases or decreases [***], then the parties will agree to an adjustment of the Price proportionate to the increase or decrease unless otherwise agreed in the Product Agreement. The Price will be revised further if the market factor has been resolved and the cost of the Component has decreased or increased. For a Price adjustment under this Section 4.3 (a), Patheon will deliver to Client a revised Schedule A to the Product Agreement and budgetary pricing information, adjusted Components costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified, to Client’s reasonable satisfaction. Client will have the right to dispute any Price adjustment in good faith, and for the duration of the dispute, the existing Prices will continue to apply. If necessary, the Price will be retroactively adjusted for the applicable period after the dispute is resolved. Patheon will provide the information supporting the increase or decrease in Component costs confirming that the information reasonably demonstrates that the Price increase or decrease is justified and reasonable. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. For an undisputed Price adjustment, the revised Price will be effective for any Product delivered on or after the first day of the month following Client’s receipt of the revised Schedule A to the Product Agreement.
