Supply Price Adjustment Sample Clauses

Supply Price Adjustment. Orion shall have the right to adjust the Supply Price to USL for Product once per Year, pursuant to the provisions of Section 6.12 (c), provided that (a) Orion gives written notice to USL, at least ninety (90) days prior to the beginning of the Year in which said adjustment shall take effect, of the amount of the adjustment, and (b) in no event shall the Supply Price stated in this Agreement change before the end of the first Year. In the event that an adjustment of the Supply Price calculated in accordance with this Section 6.12 would result in a reduction of the Supply Price, Orion shall also adjust the Supply Price accordingly.
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Supply Price Adjustment. In the event that the Supply Price for the Licensed Product, expressed as a percentage of Net Sales of Licensed Product for which such Supply Price applies, exceeds [...***...], Licensee may deduct the excess amount from royalties owed pursuant to Section 7.2 for those Net Sales for which *** Confidential Treatment Requested such Supply Price applies; provided that, in no event shall the royalty rate on Net Sales payable to GPC Biotech fall below the applicable Royalty Rate Floor.
Sample 1Sample 2
Supply Price Adjustment. As consequence pursuant to Section 3.9 and/or 10.4, the Customer may request a pricing review. The Parties shall negotiate and agree in good faith to adjust the Price set forth on Exhibit A hereto.”
Sample 1
Supply Price Adjustment. The Supply Prices under this Agreement shall be reviewed annually by the Parties beginning [****] prior to the end of each Calendar Year. In connection with such pricing reviews, Xxxxxxxx shall produce documentation as to the changes if any, in (i) the costs of [****] and (ii) changes to the [****]. The Parties shall cooperate to determine whether such changes affect Xxxxxxxx’x costs of Manufacturing each Contracted Product and, if such changes are determined to affect such costs the Supply Price shall be increased or decreased, as applicable to reflect such cost changes by an amount mutually agreed upon by the Parties. The Parties agree that the proposed Supply Price increase shall not exceed [****] of the then current Supply Price unless Xxxxxxxx’x cost increase (including documented cost increases for Raw Materials) exceeds [****]. Such Supply Price increases shall be applicable to any and all Purchase Orders with a Delivery Date on or after January 1st of the Calendar Year for which such Supply Price increase was mutually agreed upon by the Parties. In case the Parties do not reach mutual agreement before January 1st of such Calendar Year, each Party may refer the matter to the Expert or Expert Panel pursuant to Section 22. The decision of the Expert or Expert Panel on the Supply Price increases shall be binding, and the Supply Price increase determined by the Expert or Expert Panel pursuant to Section 22 shall be applicable to any and all Purchase Orders with the Delivery Date on or after January 1st of the Calendar Year following the reference to the Expert or Expert Panel (if the matter was referred to the Expert or Expert Panel before January 1st of such Calendar Year) or the concerned Calendar Year (if the matter was referred after January 1st).
Sample 1
Supply Price Adjustment. X.X. Xxxxx & Co, a Delaware corporation (along with its successors, assigns, and Affiliates) (collectively, “Grace”) is a significant ChromaDex supplier. In the event that Grace increases the Average Amount (defined below) that ChromaDex is charged by Xxxxx for NRCL, as computed after taking into account any applicable rebates, discounts, royalties, or similar adjustments, ChromaDex shall proportionately increase the amount that NHSc pays ChromaDex for NRCL subject to documentary evidence of such increase (an “Upward Price Adjustment”). By way of example only, if Grace increases its net supply price to ChromaDex by [***] percent ([***]%) for whatever reason, the Supply Price for NHSc shall be increased by [***]percent ([***]%). In the event that Grace decreases the Average Amount that ChromaDex is charged by Xxxxx for NRCL for any reason (for example because of a manufacture or process improvement), as computed after taking into account any applicable rebates, discounts, royalties, or similar adjustments, ChromaDex shall proportionately decrease the amount that NHSc pays ChromaDex for NRCL subject to documentary evidence of such decrease (a “Downward Price Adjustment” and collectively with an Upward Price Adjustment, a “Price Adjustment”). By way of example only, if Grace decreases its net supply price to ChromaDex by [***] percent ([***]%) for whatever reason, the Supply Price for NHSc shall be decreased by [***] percent ([***]%). Neither the Initial Purchase Commitment nor any purchases made under the Persona Purchase Agreement are subject to any Price Adjustments or included in the calculation of the Average Amount. The Average Amount shall be the average amount Grace charges ChromaDex for NRCL calculated over a twelve-month period commencing [***] and computed annually for every [***] period thereafter for the period of [***] through [***] (“Average Amount”). No Price Adjustment or credit of the MFN Difference, if any, shall be made until [***] and any Price Adjustments thereafter, if any, may be made on [***] of each year thereafter and shall be reflected in the Supply Price for periods for the relevant 12 month period in which the adjustment is made. Any Price Adjustment, to the extent applicable, shall be reflected in Purchase Orders issued after the [***] commencement. ChromaDex shall furnish to NHSc, at the time that any Price Adjustment is proposed, such supporting documentation as may be necessary to evidence any increase or decrease in pricing ...
Sample 1
Supply Price Adjustment. The Supply Price for the manufacturing Services agreed upon in the Binding Term Sheet between Parties and stated in this Agreement in Exhibit C shall be adapted on [****] of each calendar year but no [****], according to the [****]. Prothya shall notify Kamada of the percentage change, if any, as compared to the [****]. [****]
Sample 1
Supply Price Adjustment. On a yearly basis the Parties will adjust for any changes in the exchange rate between: (a) the currency in which Sucampo pays for its labor and, overhead and JPY solely to the extent any changes in the exchange rate exceeds […***…] % from the Contract Rates (defined below) and (b) the currency in which revenues from Net Sales are received and USD based on the weighted average exchange rate over the prior consecutive twelve (12) month period from the date that the consolidated report is being prepared by Takeda pursuant to Section 8.5. On the first business day of the third month of any calendar quarter prior to the quarter of application, the Parties shall establish the exchange rates (“Contract Rates”) to be applied to the following quarter’s costs (for those costs denominated in currencies different from the currency in which the costs of labor and overhead are denominated) by calculating the average exchange rate over the prior consecutive twelve (12) month period. The source of the Contract Rates and the exchange rates will be the European Central Bank.
Sample 1
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Related to Supply Price Adjustment

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • Supply Price In event BTC exercises the Supply Option, the Supply Agreement shall afford Auxilium supply terms for Year 1 that are not less favorable than the average price afforded to Auxilium by the Back-Up Suppliers for the year immediately preceding the Supply Date and supply terms for each successive year that are not less favorable than the average price afforded to Auxilium by the Back-Up Suppliers for each preceding year as applicable.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Warrant Price Adjustment Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

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