PRODUCT FOR COMMERCIAL SALE. Commencing upon Paladin's initial purchase order until the termination or expiration of this Agreement, Connetics shall, and shall cause its Contract Manufacturer(s), to use Commercially Reasonable Efforts to manufacture for and supply to Paladin all of Paladin's requirements for Product on the terms set forth in a Supply Agreement to be entered into as soon as practicable after Paladin's decision to proceed with the first Regulatory Filing in the Territory, the outlined terms of which are reflected in EXHIBIT E. The price to Paladin for commercial supply of Product shall be [*] plus the royalty on Paladin's Net Sales of Product in the Territory calculated pursuant to SECTION 5.1.3. Notwithstanding the foregoing, if the price to Paladin of Product calculated in accordance with SECTIONS 5.1.2 and 5.1.3 exceeds [*], the Parties shall negotiate in good faith a new price for the Product. Such negotiations can be requested by either Party after [*] and thereafter no more frequently than every [*] Notwithstanding the foregoing, either Party can request such negotiations earlier should an event outside the Parties' control result in the price to Paladin of the Product exceeding [*] If following any renegotiation requested by Paladin, the price to Paladin falls below the [*] the price shall be reset to equal [*] Solely for purposes of this Agreement, and by way of illustration, the Parties agree to negotiate in good faith a new price for the Product if [(A / B) + (C / D)] > E([*])], where: A = the total of Connetics' COGS invoiced to Paladin over [*] B = the amount of Product sold to Paladin over [*] C = the applicable royalty payable by Paladin pursuant to SECTION 5.1.3 over [*] D = the amount of Product sold by Paladin over [*] and E = Paladin's Net Selling Price averaged over [*]
PRODUCT FOR COMMERCIAL SALE. Commencing upon Faulding's initial purchase order and continuing until the termination or expiration of this Agreement, Connetics shall, and shall cause its Contract Manufacturer(s), to use Commercially Reasonable Efforts to manufacture for and supply to Faulding all of Faulding's requirements for Product (based on Faulding's Annual Sales Forecast) on the terms set forth in a Supply Agreement to be entered into as soon as practicable after [*****]. The Supply Agreement shall include, in addition to the terms set forth in this ARTICLE V, such additional representations, warranties, terms and conditions as are customary in the industry for [*****] CONFIDENTIAL TREATMENT REQUESTED similar types of products, and such additional terms and conditions as the Parties may agree upon. If the Price to Faulding to purchase commercial supply of Product exceeds forty percent (40%) of the Net Selling Price, then the Parties shall recalculate the Price to Faulding and agree on a new price (the "ADJUSTED PRICE TO FAULDING"). The Adjusted Price to Faulding shall equal the original Price to Faulding minus the lesser of (1) fifty percent of the difference between the original Price to Faulding and [*****] of the [*****], and (2) [*****] of the [*****].
PRODUCT FOR COMMERCIAL SALE. ImmunoGen shall retain responsibility for the commercial Manufacture and supply of Licensed Compound and/or Product to BB until the termination or expiration of this Agreement, which Manufacture and supply shall be in accordance with all Regulatory Approvals granted, and all laws and regulations in force, in each country within the Territory. ImmunoGen shall use commercially reasonable efforts to manufacture for and supply to BB all of BB's requirements for Product in accordance with the terms of any agreement to be agreed between the parties taking in accordance with the terms attached to this Agreement as Schedule 4 ("Supply Agreement"). The price to BB for commercial supply of Product shall be [*].
