Common use of Product Prices Clause in Contracts

Product Prices. (a) The prices for each of the Products are set forth on Attachment 2. (b) Except as otherwise agreed by the parties or as provided in this Section 3.4, Manufacturer will not increase prices for the Products. Not more than once annually, Manufacturer may increase the prices for the Products to reflect (i) increases in the cost of raw materials, or (ii) increases in the costs of production components utilized in the manufacture of such Products including utilities, packaging materials and labor utilized in such manufacturing plus a pro rata portion of factory overhead costs allocated to the Products purchased by Company pursuant to this Agreement in accordance with normal accounting practices for all products manufactured in the Facility. Price increases shall not include any costs attributable to idle plant capacity (that Manufacturer or any third party may have) or general corporate activities that are not primarily associated with the manufacture of Products, including, by way of example only, salaries and benefits of executive management, administrative support for such management, and all costs of the finance, purchasing, legal, business development and corporate development functions of Manufacturer or overhead (other than Facility overhead for the portions of the Facility used for manufacturing Products). Without limiting the foregoing, Manufacturer will use commercially reasonable efforts to maintain price increases to an amount that does not exceed […***…] percent ([…***…] %) per annum and shall include with any notice of a price increase documentation of such production cost increases. Company shall have the right, not more than once in any twelve (12) month period, upon reasonable notice to have an independent certified public accountant, selected by Company and reasonably acceptable to Manufacturer, inspect Manufacturer’s books and records for purposes of verifying Manufacturer’s actual production costs for the Products. Manufacturer shall make all applicable books and records available for such inspection during normal business hours at Manufacturer’s facility. Any such audit shall be at the expense of Company, unless such audit discloses that Manufacturer’s reported average production costs for the audited period are less than Manufacturer’s actual production costs for such period by more than […***…] percent ([…***…]%), in which case Manufacturer shall reimburse Company for such expenses. If any audit discloses that Manufacturer’s actual production cost for a Product is less than the reported production cost, Manufacturer shall promptly make payment to Company of an amount equal to the product of […***…]. (c) Company shall not be required to pay any royalty to Manufacturer for its sale of Product supplied by Manufacturer pursuant to this Agreement.

Product Prices. (a) The IR will charge the Purchaser the purchase prices for each of the Products are set forth on Attachment 2indicated in Exhibit A (each, a “Purchase Price” and collectively, the “Purchase Prices”), as otherwise adjusted hereunder. (b) Except as otherwise agreed by The then applicable Purchase Prices for all Products provided hereunder shall be adjusted on the parties two year anniversary of this Agreement (“Anniversary Adjustment Date”) on the basis of the change (increase or as provided decrease) in this Section 3.4, Manufacturer will not increase prices for the Products. Not more than once annually, Manufacturer may increase the prices for IR’s costs applicable to the Products to the extent necessary to reflect (i) increases in IR’s fair market value for the cost of raw materialslabor, or overhead, utilities, supply gases, materials and allocations (ii) increases with allocations being on a similar basis as the allocations used to establish the business forecast for the PCS Business (as defined in the costs Master Purchase Agreement) prepared in connection with sale to Purchaser). IR shall provide a breakdown of production components utilized such adjustment upon written request from Purchaser (including upon reasonable request copies of background supplier documents to verify material costs). IR shall provide Purchaser with not less than 30 days advance notice of the proposed changes in the manufacture of such Products including utilities, packaging materials and labor utilized in such manufacturing plus a pro rata portion of factory overhead costs allocated to the Products purchased by Company Purchase Prices (“Changes”) pursuant to this Section 3.1(b), including the basis for such Changes in reasonable detail. If Purchaser disputes any of the Changes, the Parties shall consult with each other and negotiate in good faith in order to arrive at a mutually agreeable determination of the appropriate Changes. In the event that the Parties are unable to agree upon the Changes by the Anniversary Adjustment Date, Purchaser will be obligated to make payments under this Agreement in accordance with normal accounting practices the Changes as proposed by IR, without prejudice, however, to any contract or other remedy available to Purchaser for all products manufactured in the Facility. Price increases shall not include any costs attributable IR’s failure to idle plant capacity (that Manufacturer or any third party may have) or general corporate activities that are not primarily associated comply with the manufacture requirements of Productsthis Agreement with respect to the Changes proposed by IR; provided however, including, by way any claim of example only, salaries and benefits of executive management, administrative support for such management, and all costs of the finance, purchasing, legal, business development and corporate development functions of Manufacturer or overhead (other than Facility overhead for the portions of the Facility used for manufacturing Products). Without limiting the foregoing, Manufacturer will use commercially reasonable efforts dispute with respect to maintain price increases to an amount that does not exceed […***…] percent ([…***…] %) per annum and shall include with any notice of a price increase documentation of such production cost increases. Company shall have the right, not more than once in any twelve (12) month period, upon reasonable notice to have an independent certified public accountant, selected by Company and reasonably acceptable to Manufacturer, inspect Manufacturer’s books and records for purposes of verifying Manufacturer’s actual production costs for the Products. Manufacturer shall make all applicable books and records available for such inspection during normal business hours at Manufacturer’s facility. Any such audit Changes shall be at filed within 60 days following the expense of Company, unless such audit discloses that Manufacturer’s reported average production costs for the audited period are less than Manufacturer’s actual production costs for such period by more than […***…] percent ([…***…]%), in which case Manufacturer shall reimburse Company for such expenses. If any audit discloses that Manufacturer’s actual production cost for a Product is less than the reported production cost, Manufacturer shall promptly make payment to Company of an amount equal to the product of […***…]Anniversary Adjustment Date. (c) Company Each Party shall not be required to pay responsible for any royalty to Manufacturer for its sale of Product supplied bank charges that it incurs in connection with the activities contemplated by Manufacturer pursuant to this Agreement.

Product Prices. (a) The Supplier will charge IR the purchase prices for each of the Products are set forth on Attachment 2indicated in Exhibit A (each, a “Purchase Price” and collectively, the “Purchase Prices”), as otherwise adjusted hereunder. (b) Except as otherwise agreed by The then applicable Purchase Prices for all Products provided hereunder shall be adjusted on the parties two year anniversary of this Agreement (“Anniversary Adjustment Date”) on the basis of the change (increase or as provided decrease) in this Section 3.4, Manufacturer will not increase prices for the Products. Not more than once annually, Manufacturer may increase the prices for Supplier’s costs applicable to the Products to the extent necessary to reflect (i) increases in Supplier’s fair market value for the cost of raw materialslabor, or overhead, utilities, supply gases, materials and allocations (ii) increases with allocations being on a similar basis as the allocations used to establish the business forecast for the PCS Business (as defined in the costs Master Purchase Agreement) prepared in connection with sale to Supplier). Supplier shall provide a breakdown of production components utilized such adjustment upon written request from IR (including upon reasonable request copies of background supplier documents to verify material costs). Supplier shall provide IR with not less than 30 days advance notice of the proposed changes in the manufacture of such Products including utilities, packaging materials and labor utilized in such manufacturing plus a pro rata portion of factory overhead costs allocated to the Products purchased by Company Purchase Prices (“Changes”) pursuant to this Section 3.1(b), including the basis for such Changes in reasonable detail. If IR disputes any of the Changes, the Parties shall consult with each other and negotiate in good faith in order to arrive at a mutually agreeable determination of the appropriate Changes. In the event that the Parties are unable to agree upon the Changes by the Anniversary Adjustment Date, IR will be obligated to make payments under this Agreement in accordance with normal accounting practices the Changes as proposed by Supplier, without prejudice, however, to any contract or other remedy available to IR for all products manufactured in the Facility. Price increases shall not include any costs attributable Supplier’s failure to idle plant capacity (that Manufacturer or any third party may have) or general corporate activities that are not primarily associated comply with the manufacture requirements of Productsthis Agreement with respect to the Changes proposed by Supplier; provided however, including, by way any claim of example only, salaries and benefits of executive management, administrative support for such management, and all costs of the finance, purchasing, legal, business development and corporate development functions of Manufacturer or overhead (other than Facility overhead for the portions of the Facility used for manufacturing Products). Without limiting the foregoing, Manufacturer will use commercially reasonable efforts dispute with respect to maintain price increases to an amount that does not exceed […***…] percent ([…***…] %) per annum and shall include with any notice of a price increase documentation of such production cost increases. Company shall have the right, not more than once in any twelve (12) month period, upon reasonable notice to have an independent certified public accountant, selected by Company and reasonably acceptable to Manufacturer, inspect Manufacturer’s books and records for purposes of verifying Manufacturer’s actual production costs for the Products. Manufacturer shall make all applicable books and records available for such inspection during normal business hours at Manufacturer’s facility. Any such audit Changes shall be at filed within 60 days following the expense of Company, unless such audit discloses that Manufacturer’s reported average production costs for the audited period are less than Manufacturer’s actual production costs for such period by more than […***…] percent ([…***…]%), in which case Manufacturer shall reimburse Company for such expenses. If any audit discloses that Manufacturer’s actual production cost for a Product is less than the reported production cost, Manufacturer shall promptly make payment to Company of an amount equal to the product of […***…]Anniversary Adjustment Date. (c) Company Each Party shall not be required to pay responsible for any royalty to Manufacturer for its sale of Product supplied bank charges that it incurs in connection with the activities contemplated by Manufacturer pursuant to this Agreement.