Manufacturing Costs and Fees Sample Clauses

Manufacturing Costs and Fees. (a) The costs incurred by either Party for manufacturing quantities of Intermediate, E2F Decoy, Vialed Product, Licensed Device and Final Product for use in the Co-Promotion Territory shall be treated as Manufacturing Costs (to the extent included in such defined term) and, as such, included as Development Costs or Allowable Expenses, as applicable. BMS shall purchase from Corgentech, and pay to Corgentech a transfer price for, all components of Licensed Products that the Parties may agree shall be supplied by Corgentech for use in the Royalty Territory equal to Corgentech's Manufacturing Costs therefor. If for any reason the Parties agree that BMS will supply to Corgentech any component of Licensed Products for use in the Territory, then Corgentech will purchase such component from BMS, and pay to BMS a transfer price for such component equal to BMS' Manufacturing Costs therefor, and Corgentech may include such transfer price in its determination of its Manufacturing Costs as if BMS were a Third Party manufacturer of such component, unless the JFC directs the Parties to treat such costs in another manner. Subject to Sections 6.7 and 11.3 and to Article 15, all other costs of manufacturing quantities of E2F Decoy, Vialed Product, Licensed Device and Final Product for use in the Royalty Territory shall be borne solely by BMS. (b) Reasonable capacity reservation fees and other fees applicable to the future manufacture of Licensed Product by such Third Parties shall be borne exclusively by BMS to the extent applicable to capacity reserved for forecast production of materials for use or sale in the Royalty Territory (unless otherwise included in the Manufacturing Cost for all Licensed Products (or components thereof) supplied by Corgentech for use in the Royalty Territory). (c) The Parties have provided for the inclusion of capital equipment, depreciation or amortization in the calculation of Manufacturing Costs. If a Party desires to use any of its or its Affiliates' facilities and equipment existing as of the Effective Date for the manufacture of a component of Licensed Products under this Agreement, then the Party shall be entitled to allocate an appropriate portion of the depreciation/amortization cost of same in accordance with the definitions of Manufacturing Costs, Development Costs and Allowable Expenses. If it is necessary for a Party to purchase capital equipment after the Effective Date in furtherance of its manufacturing activities for any componen...
Sample 1
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Manufacturing Costs and Fees. (a) Company shall reimburse S&S for all direct actual out-of-pocket costs associated with the Manufacturing Services, including but not limited to paper, printing and binding, jacket and insert costs and the costs of any advertising and promotional materials prepared by S&S ("Manufacturing Costs"). Company shall participate in the approval of such Manufacturing Costs in accordance with the following procedure: (i) As soon as practicable following the establishment of a publication schedule for any Distributed Work, S&S shall provide Company with an estimate of the projected manufacturing costs for such Distributed Work; (ii) Within 7 working days of receipt of such estimate, Company, in consultation with S&S, shall determine the size of the print run for such Distributed Work; (iii) Within 5 working days of Company's notice to S&S of the size of the print run, S&S shall provide Company with a calculation of the actual projected Manufacturing Costs for such Distributed Work. Company shall not be responsible for any Manufacturing Costs in excess of such calculation unless S&S obtains Company's approval prior to incurring such costs.; provided, however, that if Company fails to respond to a request for such approval within 24 hours of receipt or within such other time as S&S shall reasonably require, Company's approval shall be deemed given. (b) In addition to the Manufacturing Costs, and the Distribution Fee set forth in paragraph 6.1, Company shall pay S&S a fee for its management of the Manufacturing Services ("Production Services Fee"),which fee shall be $1000 per Distributed Work for which Manufacturing Services are provided, charged by S&S during the month in which S&S initially distributes such Distributed Work.
Sample 1
Manufacturing Costs and Fees. (a) Subject to Section 4.5(e): (i)(A) a Party or its Affiliate that is the API supplier shall contract with a Party (or its Affiliate) that is fill/finish supplier to supply API in accordance with this Agreement, and (B) a Party or its Affiliate that is the fill/finish supplier shall contract with a Party (or its Affiliate) that is the Packaging and Release supplier to provide the relevant fill/finish services in accordance with this Agreement, and (ii) [**]. The costs incurred by any Party for manufacturing or purchasing from a Third Party quantities of any intermediate or other component, any API, fill/finish services, Packaging and Release services, Cetuximab or Final Product for use in Japan shall be treated as Fully-Burdened Manufacturing Costs (to the extent included in such defined term). (b) [**], and shall be included as a Manufacturing Cost for such API, Cetuximab or Final Product, as applicable. Confidential Treatment has been requested by ImClone Systems Incorporated for portions of this document. (c) For clarity, to the extent solely necessary for Japan: (i) Fully-Burdened Manufacturing Costs incurred for (A) long term stability testing batches to meet specific Japan regulatory requirements and (B) activities conducted prior to the production of successful validation batches for Final Product for Japan shall be included in Development Costs for Japan. Also, the Fully-Burdened Manufacturing Costs of any validation batches for Japan which are not used for Commercial sale shall be included in Development Costs for Japan. (ii) Fully-Burdened Manufacturing Costs incurred for activities connected with validation batches which are used for Commercial sale in Japan and all subsequent manufacture of Final Product for Commercial sale in Japan shall be included in Fully-Burdened Manufacturing Costs for the commercial supply of Final Product in Japan and included as an element of Allowable Expenses.
Sample 1
Manufacturing Costs and Fees 
Sample 1

Related to Manufacturing Costs and Fees

  • Training Costs All costs and expenses incurred by the Contractor in the training of its employees engaged in Petroleum Operations, and such other training as is required by this Agreement.

  • Development Costs Licensee shall be responsible for all of its costs and expenses in connection with the Development of, and obtaining and maintaining Regulatory Approvals for, the Licensed Products in the Field in the Territory.

  • Program Costs a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO Property. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2) to the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and

  • Patent Expenses Unless agreed otherwise, the Party filing a Patent Application will pay all preparation and filing expenses, prosecution fees, issuance fees, post issuance fees, patent maintenance fees, annuities, interference expenses, and attorneys’ fees for that Patent Application and any resulting Patent(s). If a license to any CRADA Subject Invention is granted to Collaborator, then Collaborator will be responsible for all expenses and fees, past and future, in connection with the preparation, filing, prosecution, and maintenance of any Patent Applications and Patents claiming exclusively licensed CRADA Subject Inventions and will be responsible for a pro-rated share, divided equally among all licensees, of those expenses and fees for non-exclusively licensed CRADA Subject Inventions. Collaborator may waive its exclusive option rights at any time, and incur no subsequent financial obligation for those Patent Application(s) or Patent(s).

  • Patent Costs Within 30 days after receiving a statement from Stanford, ***** will reimburse Stanford: (A) $ to offset Licensed Patent’s patenting expenses, including any interference or reexamination matters, incurred by Stanford before the Effective Date; and (B) for all Licensed Patent’s patenting expenses, including any interference or reexamination matters, incurred by Stanford after the Effective Date. In all instances, Stanford will pay the fees prescribed for large entities to the United States Patent and Trademark Office.

  • Payment of Costs and Fees The Borrower shall pay to the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kind in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of any attorneys retained by the Administrative Agent) to the extent provided in Section 10.5 of the Credit Agreement.

  • Costs and Fees To the extent allowed by applicable law, in the event we bring an action against you because of your violation of this Lease, we can recover all costs or fees involved, including reasonable attorneys’ fees, as part of any judgment. The provisions of this Section shall survive expiration or earlier termination of this Lease.

  • Direct Costs The Contractor shall separately identify each item of deleted and added work associated with the change or other condition giving rise to entitlement to an equitable adjustment, including increases or decreases to unchanged work impacted by the change. For each item of work so identified, the Contractor shall propose for itself and, if applicable, its first two tiers of subcontractors, the following direct costs: (1) Material cost broken down by trade, supplier, material description, quantity of material units, and unit cost (including all manufacturing burden associated with material fabrication and cost of delivery to site, unless separately itemized); (2) Labor cost broken down by trade, employer, occupation, quantity of labor hours, and burdened hourly labor rate, together with itemization of applied labor burdens (exclusive of employer’s overhead, profit, and any labor cost burdens carried in employer’s overhead rate); (3) Cost of equipment required to perform the work, identified with material to be placed or operation to be performed; (4) Cost of preparation and/or revision to shop drawings and other submittals with detail set forth in paragraphs (e)(1) and (e)(2) of this clause; (5) Delivery costs, if not included in material unit costs; (6) Time-related costs not separately identified as direct costs, and not included in the Contractor’s or subcontractors’ overhead rates, as specified in paragraph

  • Third Party Costs Except to the extent expressly provided herein to the contrary, all third party costs incurred in connection with actions to be taken by the Company shall solely be the responsibility of the Company, including, but not limited to, all legal, auditing, accounting, underwriting, brokerage, investor communications, and listing, reporting and registration fees or other costs of the SEC, any state or local governments, any national securities exchange and the Financial Industry Regulatory Authority, Inc.

  • Start-Up Costs The Government of Ontario will provide:

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