Common use of Price; Adjustment; Reports; Payment Clause in Contracts

Price; Adjustment; Reports; Payment. (a) The parties shall attempt in good faith to agree in writing, prior to the Launch in each country, upon mutually acceptable supply pricing for the Distributor's purchase of the Agreement Product and any Improved Agreement Product(s), but such pricing in any event shall not be less than the greater of (i) the Minimum Price, or (ii) the Formula Price, except as provided in subsection (b) below. The parties shall attempt in good faith to agree in writing upon mutually acceptable minimum pricing for the Agreement Product in sizes other than the 1.0cc Treatment Syringe and for any Improved Agreement Product(s). For any syringe with a fill volume of greater than one cc (1cc), the Minimum Price shall be the amount calculated as [ *** ] plus the dollar amount which equals [ *** ] of such product with a larger fill volume [ *** ] of the one cc(1cc) syringe. In the event that Biomatrix's actual incremental Cost of Goods Sold exceeds such dollar amount, the Minimum Price shall be the amount calculated as [ *** .] Subject to the general commercial availability of appropriate syringes for the Agreement Product, the [ *** ] for a one and one-half (1.5)cc syringe, [ *** ] for a two (2.0)cc syringe, and [ *** ] for a two and one-half (2.5)cc syringe. (b) If Biomatrix has appointed a new distributor for a country in the Territory pursuant to Section 2.3 and the Distributor has the right to distribute the Agreement Product and any Improved Agreement Product(s) in such country, the supply pricing for the Distributor's purchase of the Agreement Product and any Improved Agreement Product(s) for resale in such country [ *** .] (c) The price initially payable by the Distributor to Biomatrix for each unit of the Agreement Product during each month of each Agreement Year shall be the Minimum Price applicable to sales in such country (subject to adjustment at the close of each applicable Contract Quarter and Agreement Year in accordance with Section 7.2(e) below). (d) Within [ *** ] after the end of each month of each Agreement Year for each country in the Territory, the Formula Price for the Agreement Product in such ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. country shall be calculated, and, to the extent that such Formula Price exceeds the applicable Minimum Price for such Agreement Year for such country, an adjustment resulting from the [ *** ] with respect to all units of the Agreement Product sold by the Distributor (and its Affiliates and Subdistributors) in such country during such monthly period, such payment to be made [ *** ] after the end of the month following such monthly period. (e) Within [ *** ] after the end of each Contract Quarter and Agreement Year for each country, the Formula Price for the Agreement Product in such country shall be calculated and an adjustment resulting from the [ *** ,] as appropriate, to the other party with respect to all units of the Agreement Product sold by the Distributor in such country during such Contract Quarter and Agreement Year, such payment to be made within [ *** ] after the end of such [ *** ] period following the end of such Contract Quarter and Agreement Year. The price calculated annually in this manner shall be the final price payable for all units of the Agreement Product sold by the Distributor, any Affiliates or Subdistributors of Distributor during such Agreement Year. For the avoidance of doubt, the aggregate amount payable by Distributor for the Agreement Product(s) and any Improved Agreement Product(s) in any country for any Agreement Year shall in no event be lower than the Minimum Price multiplied by the total units sold in such Agreement Year in such country. (f) Within [ *** ] following the end of each calendar month in each Agreement Year, the Distributor shall submit to Biomatrix written reports detailing the units and value of the Distributor's, Affiliates' and Subdistributors' Net Retail Sales and aggregate number of units sold of the Agreement Product and any Improved Agreement Product(s) in each country in the Territory during the immediately preceding calendar month. (g) Within [ *** ] following the end of each Agreement Year, the Distributor shall submit to Biomatrix written reports detailing the Distributor's and its Affiliates' and Subdistributors' sales of the Agreement Product and any Improved Agreement Product(s) during the immediately preceding Agreement Year, which reports shall contain the Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in each country in the Territory, and the aggregate number of units of the Agreement Product and any Improved Agreement Product(s) sold in each country in the Territory during the applicable Agreement Year. (h) All purchases of the Agreement Product and any Improved Agreement Product(s) hereunder shall be billed and paid in Dollars within [ *** ] after the later of the date of delivery or the date of the Distributor's receipt of the invoice for each shipment of same to the Distributor.

Price; Adjustment; Reports; Payment. (a) The parties shall attempt in good faith to agree in writing, prior to the Launch in each country, upon mutually acceptable supply pricing for the Distributor's purchase of the Agreement Product and any Improved Agreement Product(s), but such pricing in any event shall not be less than the greater of (i) the Minimum Price, or (ii) the Formula Price, except as provided in subsection (b) below. The parties shall attempt in good faith to agree in writing upon mutually acceptable minimum pricing for the Agreement Product in sizes other than the 1.0cc Treatment Syringe and for any Improved Agreement Product(s). For any syringe with a fill volume of greater than one cc (1cc), the Minimum Price shall be the amount calculated as [ *** ] plus the dollar amount which equals [ *** ] of such product with a larger fill volume [ *** ] of the one cc(1cccc (1cc) syringe. In the event that Biomatrix's actual incremental Cost of Goods Sold exceeds such dollar amount, the Minimum Price shall be the amount calculated as [ *** .] Subject to the general commercial availability of appropriate syringes for the Agreement Product, the [ *** ] for a one and one-half (1.5)cc syringe, [ *** ] for a two (2.0)cc syringe, and [ *** ] for a two and one-half (2.5)cc syringe. (b) If Biomatrix has appointed a new distributor for a country in the Territory pursuant to Section 2.3 and the Distributor has the right to distribute the Agreement Product and any Improved Agreement Product(s) in such countrythe Territory, the supply pricing for the Distributor's purchase of the Agreement Product and any Improved Agreement Product(s) for resale in such country the Territory [ *** .] (c) The price initially payable by the Distributor to Biomatrix for each unit of the Agreement Product during each month of each Agreement Year shall be the Minimum Price applicable to sales in such country (subject to adjustment at the close of each applicable Contract Quarter and Agreement Year in accordance with Section 7.2(e) below). (d) Within [ *** ] after the end of each month of each Agreement Year for each country in the TerritoryYear, the Formula Price for the Agreement Product in such ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. country shall be calculated, and, to the extent that such Formula Price exceeds the applicable Minimum Price for such Agreement Year for such countryYear, an adjustment resulting from the [ *** ] with respect to all units of the Agreement Product sold by the Distributor (and its Affiliates and Subdistributors) in such country the Territory during such monthly ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. period, such payment to be made [ *** ] after the end of the month following such monthly period. (e) Within [ *** ] after the end of each Contract Quarter and Agreement Year for each countryYear, the Formula Price for the Agreement Product in such country shall be calculated and an adjustment resulting from the [ *** ,] as appropriate, to the other party with respect to all units of the Agreement Product sold by the Distributor in such country the Territory during such Contract Quarter and Agreement Year, such payment to be made within [ *** ] after the end of such [ *** ] period following the end of such Contract Quarter and Agreement Year. The price calculated annually in this manner shall be the final price payable for all units of the Agreement Product sold by the Distributor, Distributor or any Affiliates or Subdistributors of Distributor Affiliate during such Agreement Year. For the avoidance of doubt, the aggregate amount payable by Distributor for the Agreement Product(s) and any Improved Agreement Product(s) in any country for any Agreement Year shall in no event be lower than the Minimum Price multiplied by the total units sold in such Agreement Year in such countrythe Territory. (f) Within [ *** ] following the end of each calendar month in each Agreement Year, the Distributor shall submit to Biomatrix written reports detailing the units and value of the Distributor's, 's and its Affiliates' and Subdistributors' Net Retail Sales and aggregate number of units sold of the Agreement Product and any Improved Agreement Product(s) in each country in the Territory during the immediately preceding calendar month. (g) Within [ *** ] following the end of each Agreement Year, the Distributor shall submit to Biomatrix written reports detailing the Distributor's and its Affiliates' and Subdistributors' sales of the Agreement Product and any Improved Agreement Product(s) during the immediately preceding Agreement Year, which reports shall contain the Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in each country in the Territory, and the aggregate number of units of the Agreement Product and any Improved Agreement Product(s) sold in each country in the Territory during the applicable Agreement Year. (h) All purchases of the Agreement Product and any Improved Agreement Product(s) hereunder shall be billed and paid in Dollars within [ *** ] after the later of the date of delivery or the date of the Distributor's receipt of the invoice for each shipment of same to the Distributor.

Price; Adjustment; Reports; Payment. (a) The parties shall attempt in good faith to agree in writing, prior to the Launch in each country, upon mutually acceptable supply pricing for the Distributor's purchase of the Agreement Product and any Improved Agreement Product(s), but such pricing in any event shall not be less than the greater of (i) the Minimum Price, or (ii) the Formula Price, except as provided in subsection (b) below. The parties shall attempt in good faith to agree in writing upon mutually acceptable minimum pricing for the Agreement Product in sizes other than the 1.0cc Treatment Syringe and for any Improved Agreement Product(s). For any syringe with a fill volume of greater than one cc (1cccc(1cc), the Minimum Price shall be the amount calculated as [ [*** *] plus the dollar amount which equals [ [*** *] of such product with a larger fill volume [ [*** *] of the one cc(1cc) syringe. In the event that Biomatrix's actual incremental Cost of Goods Sold exceeds such dollar amount, the Minimum Price shall be the amount calculated as [ [*** .] *]. Subject to the general commercial availability of appropriate syringes for the Agreement Product, the [ [*** *] for a one and one-half (1.5)cc syringe, [ [*** *] for a two (2.0)cc syringe, and [ [*** *] for a two and one-half (2.5)cc syringe. (b) If Biomatrix has appointed a new distributor for a country in the Territory pursuant to Section 2.3 and the Distributor has the right to distribute the Agreement Product and any Improved Agreement Product(s) in such country, the supply pricing for the Distributor's purchase of the Agreement Product and any Improved Agreement Product(s) for resale in such country [ shall [*** *][***].] (c) The price initially payable by the Distributor to Biomatrix for each unit of the Agreement Product during each month of each Agreement Year shall be the Minimum Price applicable to sales in such country (subject to adjustment at the close of each applicable Contract Quarter and Agreement Year in accordance with Section 7.2(e) below). (d) Within [ [*** *] after the end of each month of each Agreement Year for each country in the Territory, the Formula Price for the Agreement Product in such ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. country shall be calculated, and, to the extent that such Formula Price exceeds the applicable Minimum Price for such Agreement Year for such country, an adjustment resulting from the [ [*** *] with respect to all units of the Agreement Product sold by the Distributor (and its Affiliates and Subdistributors) in such country during such monthly period, such payment to be made [ [*** *] after the end of the month following such monthly period. (e) Within [ [*** *] days after the end of each Contract Quarter and Agreement Year for each country, the Formula Price for the Agreement Product in such country shall be calculated and an adjustment resulting from the [ [*** ,] *], as appropriate, to the other party with respect to all units of the Agreement Product sold by the Distributor in such country during such Contract Quarter and Agreement Year, such payment to be made within [ [*** *] after the end of such [ [*** *] period following the end of such Contract Quarter and Agreement Year. The price calculated annually in this manner shall be the final price payable for all units of the Agreement Product sold by the Distributor, any Affiliates or Subdistributors of Distributor during such Agreement Year. For the avoidance of doubt, the aggregate amount payable by Distributor for the Agreement Product(s) and any Improved Agreement Product(s) in any country for any Agreement Year shall in no event be lower than the Minimum Price multiplied by the total units sold in such Agreement Year in such country. (f) Within [ [*** *] following the end of each calendar month in each Agreement Year, the Distributor shall submit to Biomatrix written reports detailing the units and value of the Distributor's, Affiliates' and Subdistributors' Net Retail Sales and aggregate number of units sold of the Agreement Product and any Improved Agreement Product(s) in each country in the Territory during the immediately preceding calendar month. (g) Within [ [*** *] following the end of each Agreement Year, the Distributor shall submit to Biomatrix written reports detailing the Distributor's and its Affiliates' and Subdistributors' sales of the Agreement Product and any Improved Agreement Product(s) during the immediately preceding Agreement Year, which reports shall contain the Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in each country in the Territory, and the aggregate number of units of the Agreement Product and any Improved Agreement Product(s) sold in each country in the Territory during the applicable Agreement Year. (h) All purchases of the Agreement Product and any Improved Agreement Product(s) hereunder shall be billed and paid in Dollars within [ [*** ] *]after the later of the date of delivery or the date of the Distributor's receipt of the invoice for each shipment of same to the Distributor.

Price; Adjustment; Reports; Payment. (a) The parties shall attempt in good faith to agree in writing, prior to the Launch in each country, upon mutually acceptable supply pricing for the Distributor's ’s purchase of the Agreement Product Products and any Improved Agreement Product(s), but such pricing in any event ) shall not be less than the greater of (i) the applicable Minimum PricePrice for each Agreement Product or Improved Agreement Product(s), or (ii) the applicable Formula PricePrice for each Agreement Product or Improved Agreement Product(s), except as provided in subsection (b) below. The parties shall attempt in good faith to agree in writing upon mutually acceptable minimum pricing for the Agreement Product Products in sizes other than the 1.0cc 0.9cc Treatment Syringe and for any Improved Agreement Product(s). For any syringe with a fill volume of greater than one cc (1cc); provided, however, the Minimum Price Distributor shall be pay the amount calculated as [ *** ] plus the dollar amount which equals [ *** ] of such product reasonable up-front costs incurred in connection with a larger fill volume [ *** ] of the one cc(1cc) syringe. In the event that Biomatrix's actual incremental Cost of Goods Sold exceeds such dollar amount, the Minimum Price shall be the amount calculated as [ *** .] Subject changes to the general commercial availability of appropriate syringes for the Agreement Product, the [ *** ] for a one and one-half (1.5)cc syringe, [ *** ] for a two (2.0)cc syringe, and [ *** ] for a two and one-half (2.5)cc syringesyringe size. (b) If Biomatrix Genzyme has appointed a new distributor for a country in the Territory pursuant to Section 2.3 and the Distributor has the right to distribute the Agreement Product Products and any Improved Agreement Product(s) in such countrythe Territory, the supply pricing for the Distributor's ’s purchase of the Agreement Product Products and any Improved Agreement Product(s) for resale in the Territory shall not exceed the supply pricing paid for the Agreement Products and any Improved Agreement Product(s) by such new distributor appointed by Genzyme within the Territory. For the avoidance of doubt, in such event Genzyme or any Affiliate of Genzyme shall have the right to sell the Agreement Products or any Improved Agreement Product(s) in any such country [ *** at any price, including a price that is lower than the then applicable Minimum Price.] (c) The price initially payable by the Distributor to Biomatrix Genzyme for each unit of the Agreement Product Products during each month of each Agreement Year shall be the applicable Minimum Price applicable to sales in such country (subject to adjustment at the close of each applicable Contract Quarter and Agreement Year in accordance with Section 7.2(e7.2(d) below). *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission. (d) Within [ *** ] after the end of each month of each Agreement Year for each country in the Territory, the Formula Price for the Agreement Product in such ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. country shall be calculated, and, to the extent that such Formula Price exceeds the applicable Minimum Price for such Agreement Year for such country, an adjustment resulting from the [ *** ] with respect to all units of the Agreement Product sold by the Distributor (and its Affiliates and Subdistributors) in such country during such monthly period, such payment to be made [ *** ] after the end of the month following such monthly period. (e) Within [ *** ] after the end of each Contract Quarter and Agreement Year for each countryYear, the applicable Formula Price for the each Agreement Product in such country shall be calculated and an adjustment resulting from the [ *** ,] difference between the applicable Formula Prices determined for each month of each Contract Quarter and Agreement Year and the applicable Formula Price calculated for the applicable Contract Quarter and Agreement Year shall be paid by the Distributor or Genzyme, as appropriate, to the other party with respect to all units of the Agreement Product Products sold by the Distributor in such country the Territory during such Contract Quarter and Agreement Year, such payment to be made within [ *** ] after the end of such [ *** ] period following the end of such Contract Quarter and Agreement Year. The price calculated annually in this manner shall be the final price payable for all units of the Agreement Product Products sold by the Distributor, Distributor or any Affiliates or Subdistributors of Distributor Affiliate during such Agreement Year. For the avoidance of doubt, the aggregate amount payable by Distributor for the Agreement Product(s) Products and any Improved Agreement Product(s) in any country for any Agreement Year shall in no event be lower than the applicable Minimum Price for each Agreement Product multiplied by the total units sold in such Agreement Year in such countrythe Territory. (fe) Within [ *** ] following the end of each calendar month in each Agreement Year, the Distributor shall submit to Biomatrix Genzyme written reports detailing the units and value of the Distributor's, ’s and its Affiliates' and Subdistributors' ’ Net Retail Sales and aggregate number of units sold of the Agreement Product Products and any Improved Agreement Product(s) in each country in the Territory during the immediately preceding calendar month. (gf) Within [ *** ] following the end of each Agreement Year, the Distributor shall submit to Biomatrix Genzyme written reports detailing the Distributor's ’s and its Affiliates' and Subdistributors' ’ sales of the Agreement Product Products and any Improved Agreement Product(s) during the immediately preceding Agreement Year, which reports shall contain the Net Retail Sales of the Agreement Product Products and any Improved Agreement Product(s) in each country in the Territory, and the aggregate number of units of the Agreement Product Products and any Improved Agreement Product(s) sold in each country in the Territory during the applicable Agreement Year. (hg) All purchases of the Agreement Product Products and any Improved Agreement Product(s) hereunder shall be billed and paid in Dollars within [ *** ] after the later of the date of delivery or the date of the Distributor's ’s receipt of the invoice for each shipment of same to the Distributor.

Price; Adjustment; Reports; Payment. (a) The parties shall attempt in good faith to agree in writing, prior to the Launch in each country, upon mutually acceptable supply pricing for the Distributor's purchase of the Agreement Product and any Improved Agreement Product(s), but such pricing in any event shall not be less than the greater of (i) the Minimum Price, or (ii) the Formula Price, except as provided in subsection (b) below. The parties shall attempt in good faith to agree in writing upon mutually acceptable minimum pricing for the Agreement Product in sizes other than the 1.0cc Treatment Syringe and for any Improved Agreement Product(s). For any syringe with a fill volume of greater than one cc (1cc), the Minimum Price shall be the amount calculated as [ [*** *] plus the dollar amount which equals [ [*** *] of such product with a larger fill volume [ [*** *] of the one cc(1cccc (1cc) syringe. In the event that Biomatrix's actual incremental Cost of Goods Sold exceeds such dollar amount, the Minimum Price shall be the amount calculated as [ [*** .] *]. Subject to the general commercial availability of appropriate syringes for the Agreement Product, the [ [*** *] for a one and one-half (1.5)cc syringe, [ [*** *] for a two (2.0)cc syringe, and [ [*** *] for a two and one-half (2.5)cc syringe. (b) If Biomatrix has appointed a new distributor for a country in the Territory pursuant to Section 2.3 and the Distributor has the right to distribute the Agreement Product and any Improved Agreement Product(s) in such countrythe Territory, the supply pricing for the Distributor's purchase of the Agreement Product and any Improved Agreement Product(s) for resale in such country [ the Territory [*** *].] (c) The price initially payable by the Distributor to Biomatrix for each unit of the Agreement Product during each month of each Agreement Year shall be the Minimum Price applicable to sales in such country (subject to adjustment at the close of each applicable Contract Quarter and Agreement Year in accordance with Section 7.2(e) below). (d) Within [ [*** *] after the end of each month of each Agreement Year for each country in the TerritoryYear, the Formula Price for the Agreement Product in such ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. country shall be calculated, and, to the extent that such Formula Price exceeds the applicable Minimum Price for such Agreement Year for such countryYear, an adjustment resulting from the [ [*** *] with respect to all units of the Agreement Product sold by the Distributor (and its Affiliates and Subdistributors) in such country the Territory during such monthly period, such payment to be made [ [*** ] *]after the end of the month following such monthly period. (e) Within [ [*** *] after the end of each Contract Quarter and Agreement Year for each countryYear, the Formula Price for the Agreement Product in such country shall be calculated and an adjustment resulting from the [ [*** ,] *], as appropriate, to the other party with respect to all units of the Agreement Product sold by the Distributor in such country the Territory during such Contract Quarter and Agreement Year, such payment to be made within [ [*** *] after the end of such [ [*** *] period following the end of such Contract Quarter and Agreement Year. The price calculated annually in this manner shall be the final price payable for all units of the Agreement Product sold by the Distributor, Distributor or any Affiliates or Subdistributors of Distributor Affiliate during such Agreement Year. For the avoidance of doubt, the aggregate amount payable by Distributor for the Agreement Product(s) and any Improved Agreement Product(s) in any country for any Agreement Year shall in no event be lower than the Minimum Price multiplied by the total units sold in such Agreement Year in such countrythe Territory. (f) Within [ [*** *] following the end of each calendar month in each Agreement Year, the Distributor shall submit to Biomatrix written reports detailing the units and value of the Distributor's, 's and its Affiliates' and Subdistributors' Net Retail Sales and aggregate number of units sold of the Agreement Product and any Improved Agreement Product(s) in each country in the Territory during the immediately preceding calendar month. (g) Within [ [*** *] following the end of each Agreement Year, the Distributor shall submit to Biomatrix written reports detailing the Distributor's and its Affiliates' and Subdistributors' sales of the Agreement Product and any Improved Agreement Product(s) during the immediately preceding Agreement Year, which reports shall contain the Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in each country in the Territory, and the aggregate number of units of the Agreement Product and any Improved Agreement Product(s) sold in each country in the Territory during the applicable Agreement Year. (h) All purchases of the Agreement Product and any Improved Agreement Product(s) hereunder shall be billed and paid in Dollars within [ [*** *] after the later of the date of delivery or the date of the Distributor's receipt of the invoice for each shipment of same to the Distributor.