Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if, at any time, market conditions result in Patheon’s cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases 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 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 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.
Appears in 3 contracts
Samples: Master Manufacturing Services Agreement (Osmotica Pharmaceuticals PLC), Master Manufacturing Services Agreement (Osmotica Pharmaceuticals LTD), Master Manufacturing Services Agreement (Osmotica Pharmaceuticals LTD)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s 's cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to adjust the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases by [***] of the cost for that Component upon which the most recent Price or fee quote was based; or (ii) the aggregate cost for all Components required to manufacture a the Product increases by [***] of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or costs, and other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Upon request of Client, Patheon will share the standard prices to be paid by Patheon to its supplier for the Components as stipulated in Patheon’s SAP system, it being understood and agreed that Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers, but Patheon shall use commercially reasonable efforts to minimize the restrictions imposed by such confidentiality obligations on disclosure of supporting documents to Client. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.B.
Appears in 3 contracts
Samples: Manufacturing Services Agreement (Evoke Pharma Inc), Manufacturing Services Agreement (Evoke Pharma Inc), Manufacturing Services Agreement (Evoke Pharma Inc)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases or Decreases in Component Costs, if. If, at any time, market conditions result in Patheon’s 's cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases by or decreases [***] 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 by or decreases [***] of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.
Appears in 2 contracts
Samples: Master Manufacturing Services Agreement (Akebia Therapeutics, Inc.), Master Manufacturing Services Agreement (Keryx Biopharmaceuticals Inc)
Price Adjustments – Current Year Pricing. During any YearYear of this Agreement, the Prices Price set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases by [***] 10% 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 by [***] 5% of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.B.
Appears in 2 contracts
Samples: Manufacturing Services Agreement (Acelrx Pharmaceuticals Inc), Manufacturing Services Agreement (Acelrx Pharmaceuticals Inc)
Price Adjustments – Current Year Pricing. During any YearYear of this Agreement, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases 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 by [***] ]% of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase in the cost of one or more Components, the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adjustments set out in (i) and (ii) above will operate based on the last cost adjustment for the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers, if, after good faith efforts, Patheon is unable to obtain permission from suppliers to provide supporting documents to Client where Client is willing to be bound by the same obligations as Patheon with respect to confidentiality. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.B.
Appears in 2 contracts
Samples: Manufacturing Services Agreement (Santarus Inc), Manufacturing Services Agreement (Santarus Inc)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of to a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s 's cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to adjust the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases by [***] ]% of the cost for that Component upon which the most recent Price or fee quote was based; or (ii) the aggregate cost for all Components required to manufacture a Product increases by [***] ]% of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client Indivior a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. The revised Price will be effective for any Product delivered on or after the first day of the month following ClientIndivior’s receipt of the revised Schedule B to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.
Appears in 2 contracts
Samples: Master Manufacturing Services Agreement (Indivior PLC), Master Manufacturing Services Agreement (Indivior PLC)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s 's cost of Components (other than Client-Supplied Components) being materially greater than normal forecasted increases, then Patheon the parties will be entitled negotiate in good faith an amendment to an adjustment the Product Agreement to adjust the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases by [***] of the cost for that Component upon which the most recent Price or fee quote was based; or (ii) the aggregate cost for all Components required to manufacture a Product increases by [***] of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a proposed revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. The revised Price will be effective for any Product delivered on or after the first day of the month following Client’s receipt the parties’ execution of the revised Schedule B an amendment to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3].
Appears in 2 contracts
Samples: Master Manufacturing Services Agreement, Master Manufacturing Services Agreement (Recro Pharma, Inc.)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases or Decreases in Component Costs, if. If, at any time, market conditions result in Patheon’s 's cost of Components being materially greater or less than normal forecasted increasesthe cost on which the current Price is based, then Patheon the Parties will be entitled to an adjustment to adjust the Price for any affected Product to compensate it for that reflects the increased or decreased Component costs. Changes materially greater than normal forecasted increases or decreases 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 . 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component 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. At Client’s request, Patheon will allow an independent Third Party auditor to review the information supporting the increase or decrease in Component costs and confirm 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. The 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 B to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of If the cost savings Price is revised pursuant to Client for any decrease in the cost of Components that were increased under this Section 4.3, it will not be revised subsequently pursuant to Section 4.2(b) with respect to the same increased Component costs.
Appears in 2 contracts
Samples: Master Manufacturing Services Agreement (Acadia Pharmaceuticals Inc), Master Manufacturing Services Agreement (Acadia Pharmaceuticals Inc)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s 's cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to adjust the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases by [***] ]% of the cost for that Component upon which the most recent Price or fee quote was based; or (ii) the aggregate cost for all Components required to manufacture a Product increases by [***] ]% of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.
Appears in 2 contracts
Samples: Master Manufacturing Services Agreement (La Jolla Pharmaceutical Co), Master Manufacturing Services Agreement (Tetraphase Pharmaceuticals Inc)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to adjust the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases by [***] of the cost for that Component upon which the most recent Price or fee quote was based; or (ii) the aggregate cost for all Components required to manufacture a Product increases by [***] of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.
Appears in 1 contract
Samples: Master Manufacturing Services Agreement (ChemoCentryx, Inc.)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s cost of Components (other than Client-Supplied Components) being materially greater than normal forecasted increases, then Patheon the parties will be entitled negotiate in good faith an amendment to an adjustment the Product Agreement to adjust the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases by [***] of the cost for that Component upon which the most recent Price or fee quote was based; or (ii) the aggregate cost for all Components required to manufacture a Product increases by [***] of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a proposed revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. The revised Price will be effective for any Product delivered on or after the first day of the month following Client’s receipt the parties’ execution of the revised Schedule B an amendment to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3].
Appears in 1 contract
Samples: Master Manufacturing Services Agreement (Baudax Bio, Inc.)
Price Adjustments – Current Year Pricing. During any YearYear of this Agreement, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases 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 by [***] ]% of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. 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 B.
(a) Following a Component cost increase under this section, Client shall have the right to source components from an alternative vendor whose prices are at least [*]% lower than Patheon’s vendors; however, Client shall bear the costs of any required validation, qualification, inspection or manufacturing changes related to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] use of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3Client’s alternative vendor.
Appears in 1 contract
Samples: Manufacturing Services Agreement (Chelsea Therapeutics International, Ltd.)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in this Schedule B of a Product Agreement C will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases 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 by [***] ]% of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.32.2, Patheon will deliver to Client a revised Table for this Schedule B to the Product Agreement C and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. As Patheon will have no obligation not be required to deliver any supporting documents give information to Client that are is subject to obligations of confidentiality between Patheon and its suppliers, Patheon has the right to provide Client with redacted documentation as necessary to comply with its confidentiality obligations vis-à-vis third parties. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.C.
Appears in 1 contract
Samples: Manufacturing Services Agreement (Aptevo Therapeutics Inc.)
Price Adjustments – Current Year Pricing. During any YearYear of this Agreement, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases 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 by [***] of the total Component costs for the Product upon which the most recent fee quote was based, if ]. If Component costs have been previously adjusted to reflect an increase 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 the Components. Notwithstanding the foregoing, no Prices may be increased until [***]. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.B.
Appears in 1 contract
Samples: Manufacturing Services Agreement (Horizon Therapeutics Public LTD Co)
Price Adjustments – Current Year Pricing. During any YearYear of this Agreement, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases by [***] 10% 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 by [***] 5% of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.B.
Appears in 1 contract
Samples: Manufacturing Services Agreement (Orexigen Therapeutics, Inc.)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases or Decreases in Component Costs, if. If, at any time, market conditions result in Patheon’s cost of Components being materially greater or less than normal forecasted increasesthe cost on which the current Price is based, then Patheon the Parties will be entitled to an adjustment to adjust the Price for any affected Product to compensate it for that reflects the increased or decreased Component costs. Changes materially greater than normal forecasted increases or decreases 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 . 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component 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. At Client’s request, Patheon will allow an independent Third Party auditor to review the information supporting the increase or decrease in Component costs and confirm 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. The 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 B to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of If the cost savings Price is revised pursuant to Client for any decrease in the cost of Components that were increased under this Section 4.3, it will not be revised subsequently pursuant to Section 4.2(b) with respect to the same increased Component costs.
Appears in 1 contract
Samples: Master Manufacturing Services Agreement (Acadia Pharmaceuticals Inc)
Price Adjustments – Current Year Pricing. During any YearYear of this Agreement, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s 's cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to the Price for any affected Product to compensate it for the increased Component costs. Changes For the purposes of this clause, changes materially greater than normal forecasted increases will be considered to have occurred if: (i) the cost of a Component increases by [*****] of the cost for that this Component upon which the most recent fee quote was based; or (ii) the aggregate cost for all Components required to manufacture a Product increases by [*****] of the total Component costs for the such Product upon which the most recent fee quote was based, if . To the extent this Component costs have been previously adjusted to reflect an increase in the cost of one or more Components, the adjustments set out provided for in (i) and (ii) above will operate based on the costs attributed to such Component (or Components) at the time the last cost adjustment for the Componentsof such adjustments were made. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its supplierssuppliers other than in confidence to qualified auditors as permitted by section 4.6. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.B.
Appears in 1 contract
Samples: Manufacturing Services Agreement (Acorda Therapeutics Inc)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s 's cost of Components being materially greater or less than normal forecasted increaseschanges, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. then Patheon will be entitled to an adjustment to the Price may be adjusted for any affected Product to compensate it for solely to reflect the increased changes to the Component costs. Changes Unless otherwise agreed in a Product Agreement, 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 Component, as set forth in Schedule B to the most recent fee quote was basedapplicable Product Agreement and subject to any prior adjustments made under Section 4.2(b); 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 as set forth in Schedule B to applicable Product Agreement and subject to any prior adjustments made under Section 4.2(b). 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.
Appears in 1 contract
Samples: Master Manufacturing Services Agreement (Jazz Pharmaceuticals PLC)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s 's cost of Components being materially greater or less than normal forecasted increaseschanges, then Patheon will be entitled to an adjustment to the Price may be adjusted for any affected Product to compensate it for solely to reflect the increased changes to the Component costs. Changes Unless otherwise agreed in a Product Agreement, 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 Component, as set forth in Schedule B to the most recent fee quote was basedapplicable Product Agreement and subject to any prior adjustments made under Section 4.2(b); 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 as set forth in Schedule B to applicable Product Agreement and subject to any prior adjustments made under Section 4.2(b). 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. 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 to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.
Appears in 1 contract
Samples: Master Manufacturing Services Agreement (Jazz Pharmaceuticals PLC)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s cost of Components being materially greater than normal forecasted increases, then Patheon will be entitled to an adjustment to adjust the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases by [***] 10% of the cost for that Component upon which the most recent Price or fee quote was based; or (ii) the aggregate cost for all Components required to manufacture Manufacture a Product increases by [***] 5% of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. The revised Price will be effective for any Product delivered Delivered on or after the first day of the month following Client’s receipt of the revised Schedule B to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.
Appears in 1 contract
Samples: Master Manufacturing Services Agreement (Melinta Therapeutics, Inc. /New/)
Price Adjustments – Current Year Pricing. During any Year, the Prices set out in Schedule B of a Product Agreement will be adjusted as follows: Extraordinary Increases in Component Costs, if. If, at any time, market conditions result in Patheon’s 's cost of Components (other than Client-Supplied Components) being materially greater than normal forecasted increases, then Patheon the parties will be entitled negotiate in good faith an amendment to an adjustment the Product Agreement to adjust the Price for any affected Product to compensate it for the increased Component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a Component increases by [***] of the cost for that Component upon which the most recent Price or fee quote was based; or (ii) the aggregate cost for all Components required to manufacture a Product increases by [***] of the total Component costs for the Product upon which the most recent fee quote was based, if . If Component costs have been previously adjusted to reflect an increase 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 the Components. For a Price adjustment under this Section 4.3, Patheon will deliver to Client a proposed revised Schedule B to the Product Agreement and budgetary pricing information, adjusted Component costs or other documents reasonably sufficient to demonstrate that a Price adjustment is justified. Patheon will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Patheon and its suppliers. The revised Price will be effective for any Product delivered on or after the first day of the month following Client’s receipt the parties’ execution of the revised Schedule B an amendment to the Product Agreement. Notwithstanding Section 4.2(b), Patheon will pass through [***] of the cost savings to Client for any decrease in the cost of Components that were increased under this Section 4.3.
Appears in 1 contract
Samples: Master Manufacturing Services Agreement (TESARO, Inc.)