Common use of Product Pricing Clause in Contracts

Product Pricing. Fleming, with input, participation and strategic direction from Xxxxx, will have primary responsibility for the negotiation with vendors of Products with respect to the costs therefor to meet the anticipated needs of Kmart based upon historic and forecasted turn movement and Kmart provided advance estimates of promotional volumes. Kmart will be given reasonable notice of all major program negotiations with any vendors and will be permitted to participate in such negotiations. If Kmart so elects, it may provide input and strategic direction whether or not it actually participates in such negotiations. No pricing arrangement with respect to any major program with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless Kmart expressly agrees thereto. No pricing arrangement with respect to any program (other than major programs) with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless such pricing arrangements fall within the general parameters and benchmarks set forth therefor by Kmart. Kmart shall not engage in any unilateral negotiations with vendors regarding the procurement of Products hereunder without Fleming's consent, except to the extent Kmart is permitted herexxxxx xx procure Products directly. If a national program (the "National Cost"), a regional program (the "Regional Cost") or a local program (the "Local Cost") is negotiated in accordance with the terms hereof or if Fleming commits to a cost for one or more Products or program fxx xxx of the Stores with respect to such Products, and in the case of negotiated costs with vendors such negotiations include floor stock protection, Fleming will bill Kmart the respective National Cost, Regional Xxxx, Xocal Cxxx or the cost to which Fleming committed, as the case may be, or the actual cost paid xx Xxxxing for such Products, whichever is less. If the parties arx xxxxxe to secure floor stock protection with respect to a Product, Fleming will bill Kmart the actual cost paid by Fleming for sucx Xxxxxct for x xaximum of four weeks from the date txx Product cost is reduced and thereafter Fleming will bill Kmart the respective National Cost, Regional Xxxx xx Local Xxxt. Product pricing for Products purchased pursuant to this Agreement (other than the pricing arrangements specified in this Section 1.3) shall be as described on Schedule 1.3.

Product Pricing. Fleming(a) The pricing outlined in this Section 5.2 shall be effective for all orders of Martek Products by Licensee, with inputits Affiliates or Designees which are shipped after the Effective Date of this Agreement. Notwithstanding any other provision of this Agreement, participation the 1992 License Agreement, the 2003 INC A/S License Agreement or the 2003 INC * License Agreement, prices and strategic direction from Xxxxxpayment terms for all orders of Martek Products shipped prior to the Effective Date shall be as determined pursuant to the 1992 License Agreement, will have primary responsibility the 2003 INC A/S License Agreement or the 2003 INC * License Agreement, as relevant, and the Letter, as if such agreements and Letter remained in effect as of the date of shipment, and for such purposes only, shall not be deemed superseded as of the Effective Date. Pricing for the negotiation with vendors of Martek Products with respect to shipped after the costs therefor to meet the anticipated needs of Kmart based upon historic and forecasted turn movement and Kmart provided advance estimates of promotional volumes. Kmart will Effective Date shall be given reasonable notice of all major program negotiations with any vendors and will be permitted to participate in such negotiations. If Kmart so elects, it may provide input and strategic direction whether or not it actually participates in such negotiations. No pricing arrangement with respect to any major program with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless Kmart expressly agrees thereto. No pricing arrangement with respect to any program (other than major programs) with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless such pricing arrangements fall within the general parameters and benchmarks set forth therefor by Kmart. Kmart shall not engage in any unilateral negotiations with vendors regarding the procurement of Products hereunder without Fleming's consent, except to the extent Kmart is permitted herexxxxx xx procure Products directly. If a national program (the "National Cost"), a regional program (the "Regional Cost") or a local program (the "Local Cost") is negotiated in accordance with the terms hereof * and other considerations as set forth in Exhibit 4 attached hereto. Martek shall be paid for the Martek Products in any order submitted by Licensee, an Affiliate or if Fleming commits a Designee in accordance with the * set forth in Exhibit 4 attached hereto selected in such order or in accordance with any relevant pricing set forth in any amendment to a cost such Exhibit 4. Calculations based on annual ordering volumes shall be made using annual forecasts submitted to Martek by Licensee in accordance with Section 3.2(i). For clarity, volumes ordered by, on behalf of, or for one or more Products or program fxx xxx use by, * with other volumes * for purposes of determining volume pricing tiers unless and until *. (b) Within thirty (30) days of the Stores end of each calendar year, the parties shall confirm the quantities of Martek Products used in each * for Infant Formula Products and Growing Up Milk Products, and shall reconcile the total price paid versus the total price payable hereunder for such Martek Products as follows: if the quantity paid in a calendar year is less than the quantity actually owed during the calendar year based on actual use and due to the various price differentials, Martek shall invoice Licensee within thirty (30) days after the end of the calendar year for an amount equal to the difference, if any, between the total price paid and the total price payable for the quantity of Martek Products actually purchased from Martek *The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. for the respective uses. Alternatively, if the amount actually paid during a calendar year exceeds the amount owed based on actual use and due to the various price differentials, Martek shall credit against future purchases of Martek Product by Licensee from Martek an amount equal to the difference, if any, between the total purchase price payable for the quantity actually purchased and the total price paid by Licensee. In the event that Licensee does not provide the relevant information to allow such reconciliations to be made within ninety (90) days of the end of each calendar year (the “Reconciliation Period”), no adjustments requiring credits to Licensee shall thereafter be due with respect to such Productscalendar year; provided, however, that thirty (30) days prior to the expiration of any Reconciliation Period set forth above, Martek will provide notice to Licensee that such Reconciliation Period is expiring. (c) In addition to the adjustments provided in (b) above, if the quantity of Martek Product forecasted for purchase is greater than the quantity actually purchased during a calendar year, Martek shall invoice Licensee within thirty (30) days after the end of the calendar year for an amount equal to the difference, if any, between the total price paid and in the case total purchase price payable for the quantity of negotiated costs with vendors such negotiations include floor stock protectionMartek Products actually purchased from Martek. Alternatively, Fleming will bill Kmart if the respective National Costquantity actually purchased during a calendar year exceeds the quantity forecasted for purchase, Regional XxxxMartek shall credit against future purchases of Martek Product by Licensee from Martek an amount equal to the difference, Xocal Cxxx or if any, between the cost to which Fleming committed, as total purchase price payable for the case may be, or quantity actually purchased and the actual cost paid xx Xxxxing for such Products, whichever is less. If the parties arx xxxxxe to secure floor stock protection with respect to a Product, Fleming will bill Kmart the actual cost total price paid by Fleming for sucx Xxxxxct for x xaximum of four weeks from the date txx Product cost is reduced and thereafter Fleming will bill Kmart the respective National Cost, Regional Xxxx xx Local Xxxt. Product pricing for Products purchased pursuant to this Agreement (other than the pricing arrangements specified in this Section 1.3) shall be as described on Schedule 1.3Licensee.

Product Pricing. FlemingIn order to provide Licensee with payment flexibility for different markets, with inputLicensor makes available a variety of pricing alternatives as set forth in Exhibit 5. During the term of this Agreement, participation Licensee and strategic direction from Xxxxx, will have primary responsibility the Designee(s) shall pay for the negotiation with vendors of Martek Products with respect to the costs therefor to meet the anticipated needs of Kmart based upon historic and forecasted turn movement and Kmart provided advance estimates of promotional volumes. Kmart will be given reasonable notice of all major program negotiations with any vendors and will be permitted to participate in such negotiations. If Kmart so elects, it may provide input and strategic direction whether or not it actually participates in such negotiations. No pricing arrangement with respect to any major program with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless Kmart expressly agrees thereto. No pricing arrangement with respect to any program (other than major programs) with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless such pricing arrangements fall within the general parameters and benchmarks set forth therefor by Kmart. Kmart shall not engage in any unilateral negotiations with vendors regarding the procurement of Products hereunder without Fleming's consent, except to the extent Kmart is permitted herexxxxx xx procure Products directly. If a national program (the "National Cost"), a regional program (the "Regional Cost") order submitted by Licensee or a local program (the "Local Cost") is negotiated Designee in accordance with the terms hereof payment alternative set forth in Exhibit 5 attached hereto which Licensee or if Fleming commits a Designee has selected in such order. Licensee hereby covenants and agrees to abide by the conditions that may be applicable to the pricing alternative Licensee selects in any order, which shall be applicable to the Martek Products delivered to Licensee or a cost for one or more Products or program fxx xxx Designee pursuant to that order, and Licensee shall certify in writing to Licensor, within five (5) business days after each anniversary of the Stores Effective Date, that Licensee has complied with respect this covenant during the preceding twelve (12) month period. Calculations based on annual ordering volumes shall be made using forecasts submitted to such Products, and Licensor by Licensee in the case of negotiated costs accordance with vendors such negotiations include floor stock protection, Fleming will bill Kmart the respective National Cost, Regional Xxxx, Xocal Cxxx or the cost to which Fleming committed, as the case may be, or the actual cost paid xx Xxxxing for such Products, whichever is lessSection 3.2(i). If the parties arx xxxxxe quantity forecasted for purchase in accordance with a particular pricing alternative is less than the quantity actually purchased during a calendar year in accordance with that pricing alternative, Licensor shall invoice Licensee within thirty (30) days after the end of the calendar year for an amount equal to secure floor stock protection the difference, if any, between the total price paid in accordance with respect that pricing alternative and the total purchase price payable in accordance with that pricing alternative for the quantity of Martek Products actually purchased from Licensor. Alternatively, if the quantity actually purchased during a calendar year in accordance with a particular pricing alternative exceeds the quantity forecasted for purchase in accordance with that pricing alternative, Martek shall credit against future purchases of Martek Product by Licensee from Licensor an amount equal to a Productthe difference, Fleming will bill Kmart if any, between the actual cost total purchase price payable for the quantity actually purchased in accordance with that pricing alternative and the total price paid by Fleming for sucx Xxxxxct for x xaximum of four weeks from the date txx Product cost is reduced and thereafter Fleming will bill Kmart the respective National Cost, Regional Xxxx xx Local Xxxt. Product Licensee in accordance with that pricing for Products purchased pursuant to this Agreement (other than the pricing arrangements specified in this Section 1.3) shall be as described on Schedule 1.3alternative.

Product Pricing. Fleming, with input, participation and strategic direction from Xxxxx, will have primary responsibility Product Pricing shall be fixed for the negotiation first three Agreement Years with vendors of Products with respect to the costs therefor to meet exception that Filtertek may increase or decrease the anticipated needs of Kmart based upon historic Product Pricing on account of, and forecasted turn movement and Kmart provided advance estimates of promotional volumes. Kmart will be given reasonable notice of all major program negotiations with any vendors and will be permitted to participate in such negotiations. If Kmart so elects, it may provide input and strategic direction whether or not it actually participates in such negotiations. No pricing arrangement with respect to any major program with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless Kmart expressly agrees thereto. No pricing arrangement with respect to any program (other than major programs) with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless such pricing arrangements fall within the general parameters and benchmarks set forth therefor by Kmart. Kmart shall not engage in any unilateral negotiations with vendors regarding the procurement of Products hereunder without Fleming's consent, except solely to the extent Kmart is permitted herexxxxx xx procure of, raw material price increases or decreases no more than once per Agreement Year during any respective Agreement Year, and in any such case, no more than five percent (5%) of the applicable Product Pricing. Any such Product Pricing increase or decrease shall not exceed the actual amount of the applicable percentage increase or decrease in raw material prices included in Product Pricing for that respective Agreement Year as evidenced by Filtertek's written records, which shall be provided to HemaSure (it being understood that the applicable percentage increase or decrease shall relate solely to the raw material components, and not the full Product Pricing). Any such Product Pricing increase or decrease shall take effect upon thirty (30) days advance written notice to HemaSure. (a) In addition, at the end of every Agreement Year Filtertek shall compare the Actual Annual Purchases of Products directlyby HemaSure to the quantities that were used to establish the mutually agreed upon invoiced Product Pricing as provided in Attachment B for that respective Agreement Year (and shall promptly provide to HemaSure a detailed, written copy of such comparison). If In the event Actual Annual Purchases of Products exceed said quantities for that respective Agreement Year, then Filtertek shall issue a national program (the "National Cost"), a regional program (the "Regional Cost") rebate or a local program (the "Local Cost") is negotiated credit to HemaSure in accordance with the terms hereof quantity pricing set forth on Attachment B. In the event Actual Annual Purchases are less than said quantities for that respective Agreement Year, then Filtertek shall issue a debit to HemaSure in accordance with the quantity pricing set forth on Attachment B. Filtertek may, in its sole discretion, waive or if Fleming commits to reduce any such debit for any respective Agreement Year. Any such waiver or reduction of a cost debit for one or more Products or program fxx xxx any respective Agreement Year shall be on a non-precedential basis without prejudice and Filtertek shall not be obligated in any of the Stores following Agreement Years to waive or reduce any future debit. (b) After the first three Agreement Years, Product Pricing shall be subject to additional adjustments to account for increases or decreases in Filtertek's overhead costs that are evidenced by Filtertek's written records which shall be provided to HemaSure. Such overhead costs shall include without limitation costs associated with respect government mandated benefits, payroll taxes, electricity and other utilities. At least one hundred twenty (120) days prior to the commencement of any Agreement Year, Filtertek shall provide written notice (setting forth reasonable detail) to HemaSure of projected increases or decreases to the Product Pricing for the upcoming respective Agreement Year. The parties hereby agree to negotiate in good faith and to agree upon Product Pricing for each such Productsrespective Agreement Year and to amend Attachment B each Agreement Year accordingly. In the event no agreement on Product Pricing is reached prior to the commencement of any respective Agreement Year, and for so long as such disagreement continues or the disagreement shall not have been resolved pursuant to Section 12(b) of Article III then Filtertek may upon thirty (30) days advance written notice to HemaSure increase Product Pricing by the lesser of (i) the increase in the case Producers Price Index for the previous respective Agreement Year or (ii) three percent (3%). (c) The parties will use reasonable efforts to endeavor to develop cost saving measures applicable to the Products. After recoupment at a mutually agreed upon rate of negotiated costs with vendors any capital investment made by a party in developing or implementing such negotiations include floor stock protectioncost saving measures, Fleming such savings will bill Kmart the respective National Cost, Regional Xxxx, Xocal Cxxx or the cost to which Fleming committed, as the case may be, or the actual cost paid xx Xxxxing for such Products, whichever is less. If be shared on a fifty/fifty (50/50) basis between the parties arx xxxxxe to secure floor stock protection with respect to a Product, Fleming will bill Kmart in the actual cost paid by Fleming for sucx Xxxxxct for x xaximum form of four weeks from the date txx reduced Product cost is reduced and thereafter Fleming will bill Kmart the respective National Cost, Regional Xxxx xx Local Xxxt. Product pricing for Products purchased pursuant to this Agreement (other than the pricing arrangements specified in this Section 1.3) shall be as described on Schedule 1.3Pricing.

Product Pricing. FlemingFlemxxx, with xxth input, participation and strategic direction from XxxxxKmart, will have primary responsibility for the negotiation with vendors of Products with respect to the costs therefor to meet the anticipated needs of Kmart based upon historic and forecasted turn movement and Kmart provided advance estimates of promotional volumes. Kmart will be given reasonable notice of all major program negotiations with any vendors and will be permitted to participate in such negotiations. If Kmart so elects, it may provide input and strategic direction whether or not it actually participates in such negotiations. No pricing arrangement with respect to any major program with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless Kmart expressly agrees thereto. No pricing arrangement with respect to any program (other than major programs) with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless such pricing arrangements fall within the general parameters and benchmarks set forth therefor by Kmart. Kmart shall not engage in any unilateral negotiations with vendors regarding the procurement of Products hereunder without Fleming's consentFlemxxx'x xxxsent, except to the extent Kmart is permitted herexxxxx xx hereunder to procure Products directly. If a national program (the "National Cost"), a regional program (the "Regional Cost") or a local program (the "Local Cost") is negotiated in accordance with the terms hereof or if Fleming commits Flemxxx xxxmits to a cost for one or more Products or program fxx xxx for all of the Stores with respect to such Products, and in the case of negotiated costs with vendors such negotiations include floor stock protection, Fleming will Flemxxx xxxl bill Kmart Xxxrt the respective National Cost, Regional XxxxCost, Xocal Cxxx Local Cost or the cost to which Fleming committedFlemxxx xxxmitted, as the case may be, or the actual cost paid xx Xxxxing for by Flemxxx xxx such Products, whichever is less. If the parties arx xxxxxe are unable to secure floor stock protection with respect to a Product, Fleming will Flemxxx xxxl bill Kmart Xxxrt the actual cost paid by Fleming Flemxxx xxx such Product for sucx Xxxxxct for x xaximum a maximum of four weeks from the date txx the Product cost is reduced and thereafter Fleming will Flemxxx xxxl bill Kmart Xxxrt the respective National Cost, Regional Xxxx xx Cost or Local XxxtCost. Product pricing for Products purchased pursuant to this Agreement (other than the pricing arrangements specified in this Section 1.3) shall be as described on Schedule 1.3.

Product Pricing. FlemingIn order to provide Licensee with payment flexibility for different markets, with inputLicensor makes available a variety of pricing alternatives as set forth in Exhibit 5. During the term of this Agreement, participation Licensee and strategic direction from Xxxxx, will have primary responsibility the Designee(s) shall pay for the negotiation with vendors Martek Products in any order submitted by *The asterisk denotes that confidential portions of Products with respect this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the costs therefor to meet the anticipated needs of Kmart based upon historic Securities and forecasted turn movement and Kmart provided advance estimates of promotional volumesExchange Commission. Kmart will be given reasonable notice of all major program negotiations with any vendors and will be permitted to participate in such negotiations. If Kmart so elects, it may provide input and strategic direction whether or not it actually participates in such negotiations. No pricing arrangement with respect to any major program with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless Kmart expressly agrees thereto. No pricing arrangement with respect to any program (other than major programs) with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless such pricing arrangements fall within the general parameters and benchmarks set forth therefor by Kmart. Kmart shall not engage in any unilateral negotiations with vendors regarding the procurement of Products hereunder without Fleming's consent, except to the extent Kmart is permitted herexxxxx xx procure Products directly. If a national program (the "National Cost"), a regional program (the "Regional Cost") Licensee or a local program (the "Local Cost") is negotiated Designee in accordance with the terms hereof payment alternative set forth in Exhibit 5 attached hereto which Licensee or if Fleming commits a Designee has selected in such order. Licensee hereby covenants and agrees to abide by the conditions that may be applicable to the pricing alternative Licensee selects in any order, which shall be applicable to the Martek Products delivered to Licensee or a cost for one or more Products or program fxx xxx Designee pursuant to that order, and Licensee shall certify in writing to Licensor, within five (5) business days after each anniversary of the Stores Effective Date, that Licensee has complied with respect this covenant during the preceding twelve (12) month period. Calculations based on annual ordering volumes shall be made using forecasts submitted to such Products, and Licensor by Licensee in the case of negotiated costs accordance with vendors such negotiations include floor stock protection, Fleming will bill Kmart the respective National Cost, Regional Xxxx, Xocal Cxxx or the cost to which Fleming committed, as the case may be, or the actual cost paid xx Xxxxing for such Products, whichever is lessSection 3.2(i). If the parties arx xxxxxe quantity forecasted for purchase in accordance with a particular pricing alternative is less than the quantity actually purchased during a calendar year in accordance with that pricing alternative, Licensor shall invoice Licensee within thirty (30) days after the end of the calendar year for an amount equal to secure floor stock protection the difference, if any, between the total price paid in accordance with respect that pricing alternative and the total purchase price payable in accordance with that pricing alternative for the quantity of Martek Products actually purchased from Licensor. Alternatively, if the quantity actually purchased during a calendar year in accordance with a particular pricing alternative exceeds the quantity forecasted for purchase in accordance with that pricing alternative, Martek shall credit against future purchases of Martek Product by Licensee from Licensor an amount equal to a Productthe difference, Fleming will bill Kmart if any, between the actual cost total purchase price payable for the quantity actually purchased in accordance with that pricing alternative and the total price paid by Fleming for sucx Xxxxxct for x xaximum of four weeks from the date txx Product cost is reduced and thereafter Fleming will bill Kmart the respective National Cost, Regional Xxxx xx Local Xxxt. Product Licensee in accordance with that pricing for Products purchased pursuant to this Agreement (other than the pricing arrangements specified in this Section 1.3) shall be as described on Schedule 1.3alternative.

Product Pricing. Fleming, with input, participation 12.1 The initial Total Price and strategic direction costed Xxxx-Of-Materials (“BOM”) for each of the Products that may be purchased by NetApp or a NetApp Designated Contract Manufacturer from Xxxxx, will have primary responsibility Dot Hill under this Agreement is included in Exhibit B. The Total Price for each of the negotiation with vendors Products and the high-level BOM for each of the Products with respect to the costs therefor to meet the anticipated needs of Kmart based upon historic and forecasted turn movement and Kmart provided advance estimates of promotional volumes. Kmart will be given reasonable notice provided by Dot Hill and jointly reviewed [***] after the Final Product Acceptance. Dot Hill shall provide complete, accurate and detailed bills-of-materials in the form and format as set forth in Exhibit B as may be updated from time to time. Product prices shall not be changed unless mutually agreed to by the parties. If the Total Price for a Product is changed, Exhibit B shall be updated to reflect the new Total Price for such Product. 12.2 The Total Price for each Product is set forth in Exhibit B along with full-costed BOM breakdowns. To the extent not prevented by confidentiality restrictions, these BOM breakdowns will disclose [***], Dot Hill will provide (i) [***], and (ii) [***]. Dot Hill will work with NetApp throughout the life of all major program negotiations the Products on cost reductions with the desire to aggressively drive down costs while maintaining the quality of the Products. 12.3 While this Agreement is in effect, Dot Hill will provide NetApp with [***] and the other applicable terms and conditions in this Agreement. If, at any vendors and will be permitted time during the term of this Agreement, Dot Hill [***], Dot Hill shall immediately [***]. In the event that Dot Hill does not [***], then Dot Hill shall [***]. 12.4 Each party agrees to participate in such negotiationsongoing [***] cost reduction activities for the Product. If Kmart so elects, it may provide input All changes will be documented and strategic direction whether or not it actually participates in such negotiations. No pricing arrangement with respect to any major program with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless Kmart expressly agrees thereto. No pricing arrangement with respect to any program (other than major programs) with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless such pricing arrangements fall within the general parameters and benchmarks set forth therefor by Kmart. Kmart shall not engage in any unilateral negotiations with vendors regarding the procurement of Products hereunder without Fleming's consent, except to the extent Kmart is permitted herexxxxx xx procure Products directly. If a national program (the "National Cost"), a regional program (the "Regional Cost") or a local program (the "Local Cost") is negotiated updated in accordance with the terms hereof or if Fleming commits provisions of Exhibit B, which may be updated at any time and from time to time by the parties upon mutual agreement. [***] to a cost for one or more Products or program fxx xxx of Product that Dot Hill has agreed to undertake and provide to NetApp after the Stores with respect to such Products, and in the case of negotiated costs with vendors such negotiations include floor stock protection, Fleming will bill Kmart the respective National Cost, Regional Xxxx, Xocal Cxxx or the cost to which Fleming committedEffective Date, as the case may bedescribed in Exhibit B and/or Exhibit H, or the actual Dot Hill will [***]. Any then-existing units of Product for which such cost paid xx Xxxxing for such Productsreductions have not been implemented will be [***] provided, whichever is lesshowever, that Dot Hill has used reasonable efforts to [***]. If the parties arx xxxxxe Dot Hill shall [***] which are included in units of a Product sold to secure floor stock protection with respect to NetApp and/or a Product, Fleming will bill Kmart the actual cost paid by Fleming for sucx Xxxxxct for x xaximum of four weeks from the date txx Product cost is reduced and thereafter Fleming will bill Kmart the respective National Cost, Regional Xxxx xx Local Xxxt. Product pricing for Products purchased pursuant to NetApp DCM under this Agreement (other than the pricing arrangements specified in this Section 1.3) shall be as described on Schedule 1.3[***].

Product Pricing. Fleming, with input, participation and strategic direction from Xxxxx, will have primary responsibility 2.1 The initial purchase price of each Product is set forth on Schedule 2. Prices for the negotiation Products are subject to adjustment in accordance with vendors of Products with respect to the costs therefor to meet the anticipated needs of Kmart based upon historic and forecasted turn movement and Kmart provided advance estimates of promotional volumesthis Section 2. Kmart All prices will be given reasonable notice denominated, and payments will be made, in U.S. dollars. 2.2 MIRAE will offer all Products to QUAD at prices, terms, and conditions no less favorable than those MIRAE offers to any of all major program negotiations its customers or other distributors purchasing a comparable volume of Product. If at any time during the term of this Agreement, MIRAE enters into an agreement (including the acceptance of any purchase order for a comparable volume of the Product) with any vendors and will be permitted customer or other distributor at terms or prices or under conditions more favorable than those provided to participate in such negotiations. If Kmart so elects, it may provide input and strategic direction whether or not it actually participates in such negotiations. No pricing arrangement with respect to any major program with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless Kmart expressly agrees thereto. No pricing arrangement with respect to any program (other than major programs) with vendors for Products procured exclusively for Kmart or the Joint Venture Stores shall apply to the procurement of Products hereunder unless such pricing arrangements fall within the general parameters and benchmarks set forth therefor by Kmart. Kmart shall not engage in any unilateral negotiations with vendors regarding the procurement of Products hereunder without Fleming's consent, except to the extent Kmart is permitted herexxxxx xx procure Products directly. If a national program QUAD under this Agreement (the "National CostMore Favorable Terms"), MIRAE will, within thirty (30) days of its acceptance of that agreement, offer QUAD in writing the More Favorable Terms. QUAD will have ten (10) days after receiving such offer to accept the More Favorable Terms after which time the offer, if not accepted, will terminate. Upon QUAD's acceptance of the More Favorable Terms, this Agreement will be automatically modified to reflect the same. MIRAE will, within ten (10) days after a regional program written request by QUAD, provide QUAD with a certification by MIRAE's senior executive in charge of the SMT Assembly Equipment Business Unit that MIRAE is in compliance with this paragraph. 2.3 QUAD and MIRAE will meet monthly (the "Regional CostMonthly Meeting") or a local program (to discuss sales performance, product performance relative to the "Local Cost") Product Specifications, market conditions and competitive position of the Products, that is negotiated objectively analyzed in accordance with product specifications and standards that QUAD and MIRAE mutually agree upon (included in this analysis will be competitor's product performance, specifications and actual market prices). During each Monthly Meeting, QUAD will provide to MIRAE generally available market information. 2.4 Based upon the terms hereof results of the Monthly Meeting, the parties will negotiate in good faith pricing adjustments or if Fleming commits changes to the current Rolling Forecast (and corresponding changes to outstanding Purchase Orders) without penality, as necessary to account for compliance or non-compliance with the Product Specifications (including the performance standards that are included in the Product Specifications), changes in local market manufacturing costs, and/or sales performance relative to market conditions in the Territory. Such adjusted prices will become effective on the date of the mutual agreement to adjust the prices, unless the parties mutually agree to a cost for one or more Products or program fxx xxx later date. MIRAE will fulfill all Purchase Orders submitted by QUAD with MIRAE prior to the effective date of the Stores with respect price adjustment at the prices existing at the time the Purchase Order is submitted to such ProductsMIRAE, and in PROVIDED, HOWEVER, that the case of negotiated costs with vendors such negotiations include floor stock protection, Fleming will bill Kmart the respective National Cost, Regional Xxxx, Xocal Cxxx confirmed or the cost to which Fleming committed, as the case may be, or the actual cost paid xx Xxxxing alternate delivery date for such Products, whichever is less. If Product specified on the parties arx xxxxxe to secure floor stock protection with respect to a Product, Fleming will bill Kmart the actual cost paid by Fleming for sucx Xxxxxct for x xaximum of four weeks from the date txx Product cost is reduced and thereafter Fleming will bill Kmart the respective National Cost, Regional Xxxx xx Local Xxxt. Product pricing for Products purchased pursuant to this Agreement (other than the pricing arrangements specified in this Section 1.3) Purchase Order shall be as described on Schedule 1.3within ninety (90) days after the effective date of the price adjustment.