Common use of Prices and Payments Clause in Contracts

Prices and Payments. (a) Distributor shall pay to Cipher the following: (i) The Up-Front Payment in the amount and at the time as set out in Part A of Schedule C; (ii) The Sales Milestone Payments in the amounts and at the time as set out in Part B of Schedule C; (iii) The Purchase Price for Product supplied by Cipher in the amounts calculated in accordance with the provisions of Part C of Schedule C; (iv) The Royalty Payments in the amounts and at the time as set out in Part D of Schedule C; (b) Distributor shall make all payments contemplated by this Agreement in the lawful currency of the United States of America and Distributor shall make such payments to such address as Cipher may from time to time direct in writing to Distributor. (c) Cipher shall pay all insurance and shipping costs and any Taxes imposed on shipment of Product from the Approved Manufacturer to the Contract Finisher. Distributor shall pay all insurance and shipping costs and any Taxes imposed on shipment of Product from the Contract Finisher to the location specified by Distributor. (d) Distributor shall be responsible for the payment of any duties, levies or Taxes applied to the sale of the Product in the Territory by any relevant Tax authority. (e) At such time as a Generic Equivalent is available for sale in the Territory by a Third Party, Cipher hereby authorizes Distributor, at Distributor’s option, to Market a Generic Equivalent supplied by Cipher (an “Authorized Generic”) in the Territory under Distributor’s trademarks subject to the following conditions: (i) Cipher shall manufacture and supply to Distributor, its Affiliates and any of its sublicenses, all of Distributor’s requirements of the Authorized Generic, in finished Product form; (ii) Distributor shall pay Cipher, within thirty (30) days following the end of each calendar quarter, the then current finished Product capsule price, as applicable, as set forth in Schedule F hereto; and (iii) a royalty based on Net Sales of the Authorized Generic at a rate equal to the same royalty rate set out in Part D of Schedule C provided in the event that a second Generic Equivalent (other than the Authorized Generic) is launched in the Territory, then the royalty payment is modified such that the same royalty rate is applied to the Authorized Generic’s Net Profit and the Net-to-Gross Floor shall not apply (“AG Royalty Payments”).

Prices and Payments. (a) Distributor shall pay to Cipher Amer for Products it purchases at Net Distributor Price F.O.B. Amer’s or any of Amer’s Affiliates’ or any of Amer’s contract manufacturers’ plant, distribution center or overseas source as communicated by Xxxx from time to time, or as stated in Amer’s documents relating to the following: (i) The Up-Front Payment in particular shipment. Subject to the amount provisions of this Agreement, such Net Distributor Price may be revised by Xxxx at any time and from time to time, and Distributor shall pay Amer for Products the Net Distributor Price prevailing at the time as set out of the issuance of each proforma invoice. Xxxx agrees to endeavour to notify Distributor of changes in Part A of Schedule C; (ii) The Sales Milestone Payments prices or in the amounts and at applicable distributor discounts as far in advance of the time effective date of such change as set out in Part B of Schedule C; (iii) The Purchase Price for Product supplied by Cipher in the amounts calculated in accordance with the provisions of Part C of Schedule C; (iv) The Royalty Payments in the amounts and at the time as set out in Part D of Schedule C;is practicable. (b) Distributor Unless otherwise agreed on the invoice to Distributor, the standard payment terms shall make all payments contemplated be thirty (30) days from the date of invoice being issued by this Agreement in Amer, whether or not the lawful currency of the United States of America and Distributor shall make such payments Products are sold to such address as Cipher may from time to time direct in writing to a Country Distributor. (c) Cipher shall pay all insurance and shipping costs and any Taxes imposed on shipment of Product from the Approved Manufacturer to the Contract Finisher. Distributor shall pay all insurance and shipping costs and any Taxes imposed on shipment of Product from the Contract Finisher to the location Unless otherwise specified by DistributorXxxx from time to time, all monetary terms of this Agreement shall be calculated and construed in terms of United States currency and all payments shall be made by irrevocable letter of credit payable in United States dollars or by some other mode of secured payment as may be approved by Xxxx. Amer will authorize other terms of payment at its discretion. (d) Xxxx, upon material change in the credit worthiness, or financial standing of Distributor, as a condition to its acceptance of Distributor’s orders, may require Distributor to open a confirmed, irrevocable letter of credit in favour of Amer at a bank within the United States of America or the relevant Country acceptable to Amer and the conditions for payment thereunder shall be responsible for satisfied upon the payment of any duties, levies or Taxes applied to the sale delivery by Amer of the Product in the Territory by any relevant Tax authorityusual shipping documents, including but not limited to negotiate bill of lading. (e) At The ability of Distributor to complete payments in United States currency or such time other currency as a Generic Equivalent may be stipulated by Amer) is available for sale of the essence of this Agreement. If by virtue of any regulation or order of any government authority in the Territory by a Third Partyof the inconvertibility of currencies Distributor is unable to make payments in accordance with this Agreement, Cipher hereby authorizes Distributor, Amer may terminate this Agreement in whole or in part at Distributor’s option, to Market a Generic Equivalent supplied by Cipher (an “Authorized Generic”) in once without liability or responsibility on the Territory under Distributor’s trademarks subject to the following conditions: (i) Cipher shall manufacture and supply part of Amer to Distributor, its Affiliates and any of its sublicenses, all of Distributor’s requirements of the Authorized Generic, in finished Product form; (ii) Distributor shall pay Cipher, within thirty (30) days following the end of each calendar quarter, the then current finished Product capsule price, as applicable, as set forth in Schedule F hereto; and (iii) a royalty based on Net Sales of the Authorized Generic at a rate equal to the same royalty rate set out in Part D of Schedule C provided in the event that a second Generic Equivalent (other than the Authorized Generic) is launched in the Territory, then the royalty payment is modified such that the same royalty rate is applied to the Authorized Generic’s Net Profit and the Net-to-Gross Floor shall not apply (“AG Royalty Payments”).

Prices and Payments. (a) Distributor Depomed Sales 8.1 BLS shall pay sell to Cipher Depomed, and Depomed shall purchase from BLS, all quantities of the following: (i) The Up-Front Payment 1000mg Product to be Marketed by Depomed in the amount and Territory at the time as applicable Supply Price per tablet set out in Part A of Schedule C; (ii) The Sales Milestone Payments in 8.1 and corresponding to the amounts and at the time as set out in Part B of Schedule C; (iii) The Purchase Net Selling Price for Product supplied by Cipher in the amounts calculated in accordance with the provisions of Part C of Schedule C; (iv) The Royalty Payments in the amounts and at the time as set out in Part D of Schedule C; (b) Distributor shall make all payments contemplated by this Agreement in the lawful currency per tablet of the United States of America and Distributor shall make such payments to such address as Cipher may from time to time direct in writing to Distributor1000mg Product for that calendar quarter. (c) Cipher 8.2 BLS shall pay sell to Depomed and Depomed shall purchase from BLS, all insurance and shipping costs and any Taxes imposed on shipment of Product from the Approved Manufacturer to the Contract Finisher. Distributor shall pay all insurance and shipping costs and any Taxes imposed on shipment of Product from the Contract Finisher to the location specified by Distributor. (d) Distributor shall be responsible for the payment of any duties, levies or Taxes applied to the sale quantities of the 1000mg Product intended for resale by Depomed to a Distributor for Marketing in the Territory by any relevant Tax authority. (e) At such time as a Generic Equivalent is available for sale in the Territory by a Third Party, Cipher hereby authorizes that Distributor, at the applicable Supply Price per tablet set out in Schedule 8.2 and corresponding to the Depomed Revenue per tablet calculated on the Distributor’s optionNet Sales of the 1000mg Product for that calendar quarter, to Market a Generic Equivalent supplied by Cipher (an “Authorized Generic”) provided, however, that if the Supply Price set out in Schedule 8.2 is higher than the Territory under Supply Price set out in Schedule 8.1 or Schedule 8.4, as applicable, that would be paid based on the Distributor’s trademarks subject to the following conditions: (i) Cipher shall manufacture and supply to DistributorNet Selling Price, its Affiliates and any of its sublicenses, all of Distributor’s requirements of the Authorized Generic, in finished Product form; (ii) Distributor Depomed shall pay Cipherto BLS the Supply Price set out in Schedule 8.1 or Schedule 8.4, whichever is applicable. 8.3 Depomed shall pay to BLS, as an additional supply price, within thirty (30) days following after receipt by Depomed, [***] of the end value of each calendar quarterall consideration not otherwise included in Depomed Revenues or Net Sales and received by Depomed for the right to Market or distribute the 1000mg Product in the Territory under this Agreement or the Manufacturing Transfer Agreement. 8.4 Notwithstanding the provisions of Section 8.1, the then current finished Supply Price to paid by Depomed to BLS for each tablet of the 1000mg Product capsule price, delivered by BLS to Depomed shall be the Supply Price set out in Schedule 8.4 during any calendar quarter when there is no Valid Claim. THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. 8.5 The Supply Price to paid by Depomed to BLS for each tablet of the 1000mg Product delivered by BLS to Depomed packaged as applicable, a sample shall be the Supply Price set out in Schedule 8.5. In the event that samples are packaged other than as set forth in Schedule F hereto; and (iii) a royalty based on Net Sales the Specifications, the Supply Price applicable to samples shall be adjusted to reflect any incremental increase or decrease in costs associated with sample packaging. 8.6 BLS shall invoice Depomed upon shipment of the Authorized Generic at a rate 1000mg Product to Depomed an amount for each tablet of the 1000mg Product shipped equal to the same royalty rate applicable Supply Price set out above, provided that, for the purposes of this Section, the Net Selling Price or Depomed Revenues to be used by BLS in preparing its invoices shall be either the estimated Depomed Revenues or estimated Net Selling Price of the 1000mg Product in the Territory as set out in Part D of Schedule C provided the Launch Forecast, and thereafter the actual Depomed Revenue and Net Selling Price set out in the event that a second Generic Equivalent most recent Quarterly Reports delivered pursuant to Section 8.10 (other than the Authorized Generic) is launched in the Territory, then the royalty payment is modified such that the same royalty rate is applied to the Authorized Generic’s “Estimated Net Profit and the Net-to-Gross Floor shall not apply (“AG Royalty PaymentsSelling Price”).