Common use of Significant Selling Price Decrease Clause in Contracts

Significant Selling Price Decrease. If Distributor’s selling price of Products to its Third Party customers during any *** (***) *** period decreases to less than ***% of the Supply Price for the Products sold, then Distributor or Manufacturer may provide written notice (the “Supply Notice”) to the other party of such occurrence and, if Distributor is the initiating party, then such notice shall include a calculation of the Supply Price for each SKU that would have been necessary to avoid such occurrence. If Distributor and Manufacturer fail to negotiate a new Supply Price and other terms, including economic terms, acceptable to both Parties within *** (***) days after delivery of the Supply Notice, either Party shall have the right to terminate this Agreement immediately upon written notice delivered within *** (***) days after such *** (***) day period; provided however, that Distributor shall not have a termination right under this Section 10.3(b) if prior to the expiration of such *** (***) day period Manufacturer notifies Distributor that it is reducing the Supply Price for future deliveries of the Products to the amount specified for each SKU in Distributor’s Supply Notice to Manufacturer under this Section 10.3(b), or reducing the Supply Price of the Products in a different manner that also would have achieved a selling price of at least ***% of the Supply Price during the *** (***) day period referenced above. For purposes of this Section 10.3(b), the Supply Price of the Products sold by Distributor and Distributor’s selling price of those Products shall both be determined on a *** basis for the various ***, and on an *** basis, and not on a *** by *** basis.

Significant Selling Price Decrease. If Distributor’s net selling price of an SKU of the Products to its Third Party customers during any *** (***) *** period decreases to less than [***% ] of the Invoice Supply Price ([***] during Periods 1 and 2) for that SKU of the Products soldsold during any [***] day period, then Distributor or Manufacturer may provide written notice (the “Supply Notice”) to the other party Manufacturer of such occurrence and, if Distributor is the initiating party, then such notice shall include and a calculation of the Invoice Supply Price ([***] during Periods 1 and 2) for each such SKU that would have been necessary to avoid such occurrence. If Distributor and Manufacturer fail to negotiate a new Invoice Supply Price ([***] during Periods 1 and other terms, including economic terms, 2) for the applicable SKU acceptable to both Parties within *** thirty (***30) days after delivery of the Supply Notice, either Party shall have the right to terminate this Agreement with regard to the applicable SKU immediately upon written notice delivered within *** fifteen (***15) days after such *** initial thirty (***30) day period; provided however, that with respect to termination of this Agreement with regard to Capsule Product during Period 1 or Period 2, Distributor shall provide to Manufacturer at least [***] days advance written notice of termination; and provided, further, that Distributor shall not have a termination right under this Section 10.3(b) if prior to the expiration of such thirty (30) day *** (***) day 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. period Manufacturer notifies Distributor that it is reducing the Invoice Supply Price ([***] during Periods 1 and 2) for future deliveries of the applicable SKU of the Products to the amount specified for each such SKU in Distributor’s Supply Notice to Manufacturer under this Section 10.3(b), or reducing the Supply Price of the Products in a different manner that also would have achieved a selling price of at least ***% of the Supply Price during the *** (***) day period referenced above. For purposes of this Section 10.3(b), the Invoice Supply Price [***] of the Products sold by Distributor and Distributor’s selling price of those Products shall both be determined on a *** SKU by SKU basis for the various and any new Invoice Supply Price [***, and on an ] mutually agreed pursuant to this Section 10.3(b) shall be applied [*** basis, and not on a *** by *** basis.]

Significant Selling Price Decrease. If Distributor’s net selling price of an SKU of the Products to its Third Party customers during any *** (***) *** period decreases to less than [***]% of the Invoice Supply Price for that SKU of the Products soldsold during any [***] period, then Distributor or Manufacturer may provide written notice (the “Supply Notice”) to the other party Manufacturer of such occurrence and, if Distributor is the initiating party, then such notice shall include and a calculation of the Invoice Supply Price for each such SKU that would have been necessary to avoid such occurrence. If Distributor and Manufacturer fail to negotiate a new Invoice Supply Price and other terms, including economic terms, for the applicable SKU acceptable to both Parties within *** thirty (***30) days after delivery of the Supply Notice, either Party shall have the right to terminate this Agreement with regard to the applicable SKU immediately upon written notice delivered within *** fifteen (***15) days after such initial thirty (30) *** (***) 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. day period; provided however, that Distributor shall not have a termination right under this Section 10.3(b) if prior to the expiration of such *** thirty (***30) day period Manufacturer notifies Distributor that it is reducing the Invoice Supply Price for future deliveries of the applicable SKU of the Products to the amount specified for each such SKU in Distributor’s Supply Notice to Manufacturer under this Section 10.3(b), or reducing the Supply Price of the Products in a different manner that also would have achieved a selling price of at least ***% of the Supply Price during the *** (***) day period referenced above. For purposes of this Section 10.3(b), the Invoice Supply Price of the Products sold by Distributor and Distributor’s selling price of those Products shall both be determined on a *** SKU by SKU basis for the various and any new Invoice Supply Price mutually agreed pursuant to this Section 10.3(b) shall be applied [***, and on an *** basis, and not on a *** by *** basis].