Common use of Supply Price Clause in Contracts

Supply Price. 9.2.1 STPI shall pay DOR a certain SUPPLY PRICE, starting from the FIRST COMMERCIAL SALE of the PRODUCT and AG PRODUCT by STPI during the term of this AGREEMENT, as specified by the provisions of Appendix C attached hereto. 9.2.2 Upon the ninety (90) days prior to the date where DOR will be required to supply PRODUCT to STPI, DOR shall inform STPI of the amount of the FIXED COMPONENT of the SUPPLY PRICE. DOR shall reasonably cooperate with any request by STPI to review DOR’s determination of the FIXED COMPONENT, but barring any clear error in calculation, the determination of DOR shall be conclusive. DOR shall inform STPI of any adjustment to the FIXED COMPONENT at least thirty (30) days prior to making such adjustment. DOR shall reasonably cooperate with any request by STPI to review DOR’s determination of the adjustment to FIXED COMPONENT, but barring any clear error in calculation, the determination of DOR shall be conclusive and STPI. 9.2.3 STPI shall keep accurate books and records setting forth the sales in unit and value, the selling prices, the NET SALES and the amount of SUPPLY PRICE payable to DOR hereunder, for each country of the TERRITORY with regard to the PRODUCT and AG PRODUCT sold. DOR, at its discretion, shall be permitted either: to have performed by an independent certified public accounting firm of nationally recognized standing selected by DOR and reasonably acceptable to STPI, at DOR’s expense, yearly audits of STPI records and books related to the PRODUCT and AG PRODUCT, provided such audits are reasonably conducted at STPI convenience and during STPI regular business hours. DOR’s representative or agent will be required to execute a reasonable and commercially customary confidentiality agreement with STPI prior to commencing any audit. Such auditor shall report to DOR only on the accuracy of the information provided by STPI (without taking any copies of STPI records and books) and whether additional amounts are owed. Such audits may be conducted for any calendar year ending not more than twenty-four (24) months prior to the date of each request. The right to audit with respect to any calendar year shall terminate three (3) years after the end of any such calendar year. In the event that a discrepancy arises between the SUPPLY PRICE paid to DOR and STPI records and books, STPI shall be given thirty (30) days from the receipt of the notice to either explain such discrepancy and/or remedy such discrepancy, as appropriate. Further, in the event of a discrepancy of more than five percent (5%) between the amount owed and the actual amount received by DOR, STPI shall reimburse all the actual expenses and costs incurred by DOR in performing such audit. 9.2.4 The obligation to pay SUPPLY PRICE hereunder shall be imposed only once with respect to each unit of the PRODUCT and AG PRODUCT. No payments shall accrue on the sales of STPI to its AFFILIATED COMPANIES or sublicensees (if permitted) or distributors or agents as well as on any transactions between such entities. Payments shall accrue only on sales to unrelated third parties in arm’s length transactions. 9.2.5 Any taxes (other than value added or income taxes) STPI is required by the local authorities to pay or withhold on behalf of DOR with respect to the money payable to DOR under this AGREEMENT shall be deducted from the amount of such payments, provided, however, that with regard to any such deduction STPI shall give DOR such assistance as may be necessary to enable or assist DOR to claim exception therefore (under US or other applicable laws as well as any applicable treaties or conventions) and shall give DOR proper evidence as to payment of the tax. Any other taxes due in the TERRITORY and arising out of or in connection with STPI exercise of the rights granted herein shall be borne by STPI. STPI shall not be responsible for paying DOR’s income tax.

Supply Price. 9.2.1 STPI (a) Corixa agrees to provide Rhein with quantities of Licensed Adjuvant reasonably required by Rhein for use in Licensed Product. Corixa will provide clinical and commercial grade Licensed Adjuvant on a bulk basis for incorporation into Licensed Product, at the following prices: (i) For pre-clinical and clinical grade (cGMP) Licensed Adjuvant, [ * ] per milligram at [ * ] for Licensed Adjuvant in aqueous formulation and [ * ] per milligram for lyophilized formulation and reference standard; (ii) For commercial grade (cGMP) Licensed Adjuvant, lyophilized formulation, [ * ] per gram for orders equal to or less than [ * ] grams per year; [ * ] per gram for orders greater than [ * ] grams and less than [ * ] grams per year; and [ * ] per gram for orders equal to or greater than [ * ] grams per year; In all cases, the foregoing costs shall pay DOR a certain SUPPLY PRICE, starting from the FIRST COMMERCIAL SALE of the PRODUCT be plus shipping and AG PRODUCT by STPI during the term of this AGREEMENT, as specified by the provisions of Appendix C attached heretoinsurance. 9.2.2 Upon the ninety (90b) days prior If Corixa’s manufacturing costs increase due to the date where DOR will be required to supply PRODUCT to STPI, DOR shall inform STPI Rhein’s requirements for new or modified Specifications or formulations of the amount of the FIXED COMPONENT of the SUPPLY PRICE. DOR shall reasonably cooperate with any request by STPI to review DOR’s determination of the FIXED COMPONENT, but barring any clear error in calculationLicensed Adjuvant, the determination of DOR parties shall be conclusivenegotiate in good faith a new pricing system. DOR shall inform STPI of any adjustment to the FIXED COMPONENT at least thirty (30) days prior to making such adjustment. DOR shall reasonably cooperate with any request by STPI to review DOR’s determination of the adjustment to FIXED COMPONENT, but barring any clear error in calculation, the determination of DOR shall be conclusive and STPI. 9.2.3 STPI shall keep accurate books and records setting forth the sales in unit and value, the selling prices, the NET SALES and the amount of SUPPLY PRICE payable to DOR hereunder, for each country of the TERRITORY with regard to the PRODUCT and AG PRODUCT sold. DOR, at its discretion, shall be permitted either: to have performed by an independent certified public accounting firm of nationally recognized standing selected by DOR and reasonably acceptable to STPI, at DOR’s expense, yearly audits of STPI records and books related to the PRODUCT and AG PRODUCT, provided such audits are reasonably conducted at STPI convenience and during STPI regular business hours. DOR’s representative or agent will be required to execute a reasonable and commercially customary confidentiality agreement with STPI prior to commencing any audit. Such auditor shall report to DOR only on the accuracy of the information provided by STPI (without taking any copies of STPI records and books) and whether additional amounts are owed. Such audits may be conducted for any calendar year ending not more than twenty-four (24) months prior to the date of each request. The right to audit with respect to any calendar year shall terminate three (3) years after the end of any such calendar year. In the event that a discrepancy arises between the SUPPLY PRICE paid to DOR and STPI records and books, STPI shall be given thirty (30) days from the receipt of the notice to either explain such discrepancy and/or remedy such discrepancy, as appropriate. Further, in the event of a discrepancy of more than five percent (5%) between the amount owed and the actual amount received by DOR, STPI shall reimburse all the actual expenses and costs incurred by DOR in performing such audit. 9.2.4 The obligation to pay SUPPLY PRICE hereunder shall be imposed only once with respect to each unit of the PRODUCT and AG PRODUCT. No payments shall accrue on the sales of STPI to its AFFILIATED COMPANIES or sublicensees (if permitted) or distributors or agents as well as on any transactions between such entities. Payments shall accrue only on sales to unrelated third parties in arm’s length transactions. 9.2.5 Any taxes (other than value added or income taxes) STPI is required by the local authorities to pay or withhold on behalf of DOR with respect to the money payable to DOR under this AGREEMENT shall be deducted from the amount of such payments, provided, however, that with regard to any such deduction STPI shall give DOR such assistance as may be necessary to enable or assist DOR to claim exception therefore (under US or other applicable laws as well as any applicable treaties or conventions) and shall give DOR proper evidence as to payment of the tax. Any other taxes due in the TERRITORY and arising out of or in connection with STPI exercise of the rights granted herein shall be borne by STPI. STPI Corixa shall not be responsible obligated to manufacture in accordance with any such new or modified Specifications or formulations until the parties have agreed to a price. (c) Corixa shall have the right as from the first anniversary after the first commercial supply of Licensed Adjuvant to annually increase its transfer prices in an amount not to exceed the increase in the United States Consumer Price Index for paying DOR’s income taxall Urban Consumers (“CPI”) for the immediately preceding twelve (12) month period over the index value at the beginning of such period, provided that the permissible percentage increase in the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. transfer price on a given adjustment date shall not exceed three percent (3%) unless the increase in the CPI for the immediately preceding twelve (12) month period exceeds ten percent (10%), in which case for each percent the CPI for such period is over ten percent (10%) one additional percent (1%) shall be added to the three percent (3%) cap.

Supply Price. 9.2.1 STPI The supply price for all Bulk Drug Product supplied during the Supply Term by Indevus under this Agreement (the “Supply Price”) shall pay DOR a certain SUPPLY PRICEequal the sum of (a) Indevus’ Manufacturing Costs, starting from plus (b) [*] of Bulk Drug Product purchased and used for commercial sales of Product (the FIRST COMMERCIAL SALE “Manufacturing Payment”), subject to the following: 5.4.1 During the Initial Supply Term, except as otherwise set forth herein, the portion of the PRODUCT and AG PRODUCT by STPI during Supply Price allocated to Indevus’ Manufacturing Costs shall not exceed [*] of Bulk Drug Product (the term of this AGREEMENT, as specified by the provisions of Appendix C attached hereto“Manufacturing Costs Cap”). 9.2.2 Upon 5.4.2 During any Renewal Supply Term, the ninety Supply Price shall be calculated as follows: (90a) days During any portion of any Renewal Supply Term that expires on or prior to the date where DOR will be required to supply PRODUCT to STPI, DOR shall inform STPI expiration of the amount of Manufacturing Payment Term in which Indevus’ Manufacturing Costs exceed the FIXED COMPONENT of the SUPPLY PRICE. DOR shall reasonably cooperate with any request by STPI to review DOR’s determination of the FIXED COMPONENT, but barring any clear error in calculationManufacturing Costs Cap, the determination of DOR Supply Price shall equal the sum of: (i) Indevus’ Manufacturing Costs (which shall in this case not be subject to the Manufacturing Costs Cap) plus (ii) the Manufacturing Payment, provided that the Manufacturing Payment shall be conclusive. DOR shall inform STPI of any adjustment to the FIXED COMPONENT at least thirty (30) days prior to making such adjustment. DOR shall reasonably cooperate with any request reduced by STPI to review DOR’s determination of the adjustment to FIXED COMPONENT, but barring any clear error in calculation, the determination of DOR shall be conclusive and STPI. 9.2.3 STPI shall keep accurate books and records setting forth the sales in unit and value, the selling prices, the NET SALES and the amount of SUPPLY PRICE payable by which Indevus’ Manufacturing Costs exceed the Manufacturing Costs Cap. If the Manufacturing Payment would be reduced to DOR hereunderzero, for each country of Xxxxxx shall have the TERRITORY with regard to the PRODUCT and AG PRODUCT sold. DOR, at its discretion, shall be permitted either: to have performed by an independent certified public accounting firm of nationally recognized standing selected by DOR and reasonably acceptable to STPI, at DOR’s expense, yearly audits of STPI records and books related to the PRODUCT and AG PRODUCT, provided such audits are reasonably conducted at STPI convenience and during STPI regular business hours. DOR’s representative or agent will be required to execute a reasonable and commercially customary confidentiality agreement with STPI prior to commencing any audit. Such auditor shall report to DOR only on the accuracy of the information provided by STPI (without taking any copies of STPI records and books) and whether additional amounts are owed. Such audits may be conducted for any calendar year ending not more than twenty-four (24) months prior to the date of each request. The right to audit with respect to any calendar year shall terminate three (3) years after the end appoint a second source supplier of any such calendar year. In the event that a discrepancy arises between the SUPPLY PRICE paid to DOR and STPI records and books, STPI shall be given thirty (30) days from the receipt of the notice to either explain such discrepancy and/or remedy such discrepancy, as appropriate. Further, in the event of a discrepancy of more than five percent (5%) between the amount owed and the actual amount received by DOR, STPI shall reimburse all the actual expenses and costs incurred by DOR in performing such audit. 9.2.4 The obligation to pay SUPPLY PRICE hereunder shall be imposed only once with respect to each unit of the PRODUCT and AG PRODUCT. No payments shall accrue on the sales of STPI to its AFFILIATED COMPANIES or sublicensees (if permitted) or distributors or agents as well as on any transactions between such entities. Payments shall accrue only on sales to unrelated third parties in arm’s length transactions. 9.2.5 Any taxes (other than value added or income taxes) STPI is required by the local authorities to pay or withhold on behalf of DOR with respect to the money payable to DOR under this AGREEMENT shall be deducted from the amount of such paymentsBulk Drug Product, provided, however, that in such event, Xxxxxx shall continue to remain liable for any outstanding Binding Portion of a Forecast or Purchase Order. If any portion of such Renewal Supply Term occurs prior to [*], the provisions of Section 3.7(b)(ii)(E) of the Xxxxxx License, as amended by the Amendment and Agreement, shall also be applicable. For example, if during any portion of any Renewal Supply Term that expires on or prior to the expiration of the Manufacturing Payment Term, Indevus’ Manufacturing Costs equal [*] of Bulk Drug Product, the Manufacturing Payment will be reduced by [*] and, accordingly, the Supply Price will equal [*] (Indevus’ Manufacturing Costs of [*] plus the reduced Manufacturing Payment of [*] If such period is prior to [*], then the Additional Payment (as defined in the License Agreement, as amended by the Amendment and Agreement), shall also be reduced by [*] (b) During any portion of any Renewal Supply Term that commences after the expiration of the Manufacturing Payment Term, the Supply Price for all Bulk Drug Product supplied by Indevus under this Agreement shall equal Indevus’ Manufacturing Costs, and the Manufacturing Costs Cap shall not be applicable. If Indevus’ Manufacturing Costs exceed [*] of Bulk Drug Product (subject to adjustment as set forth in the next paragraph), Xxxxxx shall have the right to appoint a second source supplier of Bulk Drug Product, provided, however, that in such event, Xxxxxx shall continue to remain liable for any outstanding Binding Portion of a Forecast or Purchase Order. The adjustment applicable to this Section 5.4.2(b) shall be calculated based on: (i) with regard respect to [*] the average of: (A) the number obtained by (i) dividing the consumer price index (“Verbraucherindex” 2000=100) as available on the German Federal Statistics Office (“Statistisches Bundesamt Deutschlands”) website at xxxx://xxx.xxxxxxxx.xx/indicators/d/pre110ad.htm (the “Website”) with respect to the month most recently reported on the Website on the date of such inflation adjustment by (ii) the same index with respect to the most recent month reported on the Website for September 2011, multiplied by (iii) [*] and (B) the increase in Indevus’ Manufacturing Costs from September 2011 until the date of any calculation required by this Section 5.4.2(b); and (ii) with respect to [*] the average of (A) the number obtained by (i) dividing the consumer price index (“Verbraucherindex” 2000=100) as available on the German Federal Statistics Office (“Statistisches Bundesamt Deutschlands”) website at xxxx://xxx.xxxxxxxx.xx/indicators/d/pre110ad.htm (the “Website”) with respect to the month most recently reported on the Website on the date of such deduction STPI inflation adjustment by (ii) the same index with respect to the most recent month reported on the Website for [*], multiplied by (iii) [*]and (B) the increase in Indevus’ Manufacturing Costs from [*] until the date of any calculation required by this Section 5.4.2(b). (iii) The same adjustment shall give DOR be made annually and shall apply as to each new one-year period during any Renewal Supply Term commencing after the expiration of the Manufacturing Payment Term. An example of this adjustment, for illustrative purposes only, is set forth on Schedule 5.4.2(b). 5.4.3 Indevus will use commercially reasonable efforts, consistent with its agreements with Third Party manufacturers, to achieve production, volume and other efficiencies in the manufacturing of the Bulk Drug Product which, to the extent resulting in a reduction in Indevus’ Manufacturing Costs, shall result in a corresponding reduction in the portion of the Supply Price allocated to Indevus’ Manufacturing Costs. 5.4.4 With respect to Bulk Drug Product used in the Xxxxxx Territory for Samples, such assistance Bulk Drug Product (a) will not be subject to the Manufacturing Payment, and (b) will be provided to Xxxxxx for a supply price equal to Indevus’ Manufacturing Costs; provided, however, that during each year of the Initial Supply Term, the Manufacturing Costs Cap shall be applicable to quantities of Bulk Drug Product used as may Samples during that year that are less than ten percent (10%) of Xxxxxx’ aggregate annual quantities of Bulk Drug Product purchased for such year hereunder. Any quantities of Bulk Drug Product used as Samples exceeding such amount shall not be necessary subject to enable or assist DOR the Manufacturing Costs Cap. 5.4.5 With respect to claim exception therefore Bulk Drug Product that are, in accordance with Xxxxxx’ forecasts and Purchase Orders as provided herein, requested to be marked with a designation other than the SANCTURA XR designation (under US or other applicable laws “Xxxxxx Marked Capsules”), Xxxxxx shall, in addition to the Supply Price (as adjusted in accordance with Section 5.4.2), be responsible for and shall pay Indevus within thirty (30) days after being invoiced, (a) the difference between (i) the amount of Indevus’ Manufacturing Costs that are associated with the production of Xxxxxx Marked Capsules, and (ii) the amount of Indevus’ Manufacturing Costs that would have been associated with the production of Bulk Drug Product capsules marked with the SANCTURA XR designation, and (b) any additional costs incurred by Indevus that are not included in Indevus’ Manufacturing Costs but are associated with the production of Xxxxxx Marked Capsules, including manufacturing, testing and storing such Xxxxxx Marked Capsules, as well as any applicable treaties testing or conventions) regulatory filings required by any Regulatory Authority. For example, if at any time during the Initial Supply Term, Xxxxxx is purchasing Xxxxxx Marked Capsules under this Agreement, Indevus’ Manufacturing Costs associated with the production of Xxxxxx Marked Capsules are [*]and shall give DOR proper evidence as to payment Indevus’ Manufacturing Costs that would have been associated with the production of the tax. Any other taxes due same quantity of Bulk Drug Product capsules marked with the SANCTURA XR designation are [*] then, in addition to the TERRITORY Supply Price for such Xxxxxx Marked Capsules, Xxxxxx shall pay Indevus an additional [*] of Xxxxxx Marked Capsules. 5.4.6 Sales of Bulk Drug Product between Xxxxxx and arising out of its Affiliates or in connection with STPI exercise of the rights granted herein shall be borne by STPI. STPI licensees or sublicensees, or among such Affiliates and licensees or sublicensees, shall not be responsible considered sales of Bulk Drug Product for paying DOR’s income taxpurposes of calculating the Manufacturing Payment, but in such cases the Manufacturing Payment shall be calculated on the number of capsules of Product sold by such Affiliates or licensees or sublicensees to Third Parties who are not a Xxxxxx licensee or sublicensee.

Supply Price. 9.2.1 STPI The price payable by CREALTA to NOF for the Activated PEG manufactured and supplied by NOF pursuant to CREALTA’s Firm Orders (“Supply Price”) shall pay DOR be as set out in Exhibit C, and the price for each order shall be calculated based on CREALTA’s total Forecast for the Year in which the order is placed regardless of whether NOF shall complete delivery in the Year in which it is ordered. By way of example, if CREALTA’s Forecast for a certain SUPPLY PRICE, starting from the FIRST COMMERCIAL SALE particular Year is for [***] of the PRODUCT and AG PRODUCT by STPI Activated PEG, then orders placed during the term of this AGREEMENT, as specified by the provisions of Appendix C attached hereto. 9.2.2 Upon the ninety (90) days prior to the date where DOR that Year will be required to supply PRODUCT to STPI, DOR shall inform STPI of the amount of the FIXED COMPONENT of the SUPPLY PRICEcharged at US $[***]. DOR shall reasonably cooperate with any request by STPI to review DOR’s determination of the FIXED COMPONENT, but barring any clear error in calculation, the determination of DOR shall be conclusive. DOR shall inform STPI of any adjustment to the FIXED COMPONENT If at least thirty (30) days prior to making such adjustment. DOR shall reasonably cooperate with any request by STPI to review DOR’s determination of the adjustment to FIXED COMPONENT, but barring any clear error in calculation, the determination of DOR shall be conclusive and STPI. 9.2.3 STPI shall keep accurate books and records setting forth the sales in unit and value, the selling prices, the NET SALES and the amount of SUPPLY PRICE payable to DOR hereunder, for each country of the TERRITORY with regard to the PRODUCT and AG PRODUCT sold. DOR, at its discretion, shall be permitted either: to have performed by an independent certified public accounting firm of nationally recognized standing selected by DOR and reasonably acceptable to STPI, at DOR’s expense, yearly audits of STPI records and books related to the PRODUCT and AG PRODUCT, provided such audits are reasonably conducted at STPI convenience and during STPI regular business hours. DOR’s representative or agent will be required to execute a reasonable and commercially customary confidentiality agreement with STPI prior to commencing any audit. Such auditor shall report to DOR only on the accuracy of the information provided by STPI (without taking any copies of STPI records and books) and whether additional amounts are owed. Such audits may be conducted for any calendar year ending not more than twenty-four (24) months prior to the date of each request. The right to audit with respect to any calendar year shall terminate three (3) years after the end of any such calendar year. In Year actual orders purchased by CREALTA do not fall within the event applicable quantity range of the original Forecast, then the Price for the Activated PEG purchased during that a discrepancy arises between the SUPPLY PRICE paid to DOR and STPI records and books, STPI Year shall be given thirty (30) days from the receipt adjusted to reflect that actual volume of the notice to either explain such discrepancy and/or remedy such discrepancy, as appropriate. Further, in the event of a discrepancy of more than five percent (5%) between the amount owed and the actual amount received Activated PEG purchased by DOR, STPI shall reimburse all the actual expenses and costs incurred by DOR in performing such audit. 9.2.4 The obligation to pay SUPPLY PRICE hereunder shall be imposed only once with respect to each unit of the PRODUCT and AG PRODUCT. No payments shall accrue on the sales of STPI to its AFFILIATED COMPANIES or sublicensees (if permitted) or distributors or agents as well as on any transactions between such entities. Payments shall accrue only on sales to unrelated third parties in arm’s length transactions. 9.2.5 Any taxes (other than value added or income taxes) STPI is required by the local authorities to pay or withhold on behalf of DOR with respect to the money payable to DOR under this AGREEMENT shall be deducted from the amount of such paymentsCREALTA, provided, however, that with regard if the actual amount purchased by CREALTA is less than Forecasted due to any such deduction STPI [***], then the Price for the Activated PEG purchased by CREALTA shall give DOR such assistance be based on [***]. Upon adjustment, if necessary, either CREALTA shall pay to NOF or NOF shall credit to CREALTA, as may be necessary to enable or assist DOR to claim exception therefore (under US or other applicable laws as well as any applicable treaties or conventions) and shall give DOR proper evidence as to payment of applicable, the taxbalance based on the said adjustment. Any other taxes due in the TERRITORY and arising out of or in connection with STPI exercise of the rights granted herein amounts owing by CREALTA to NOF pursuant to this provision shall be borne remitted within [***] days of CREALTA’s receipt of a reconciliation statement which sets forth in specific detail the amounts purchased by STPICREALTA during the Year in question; any credits owing by NOF to CREALTA shall be applied to [***]. STPI Provided, however, that CREALTA shall not be responsible for paying DORpay to NOF only such amount as corresponds with the amount of Activated PEG which is actually delivered to CREALTA or CREALTA’s income taxdesignee pursuant to the terms of this Agreement.

Supply Price. 9.2.1 STPI The price payable by CREALTA to NOF for the Activated PEG manufactured and supplied by NOF pursuant to CREALTA’s Firm Orders (“Supply Price”) shall pay DOR be as set out in Exhibit C, and the price for each order shall be calculated based on CREALTA’s total Forecast for the Year in which the order is placed regardless of whether NOF shall complete delivery in the Year in which it is ordered. By way of example, if CREALTA’s Forecast for a certain SUPPLY PRICE, starting from the FIRST COMMERCIAL SALE particular Year is for […***…] of the PRODUCT and AG PRODUCT by STPI Activated PEG, then orders placed during the term of this AGREEMENT, as specified by the provisions of Appendix C attached hereto. 9.2.2 Upon the ninety (90) days prior to the date where DOR that Year will be required to supply PRODUCT to STPI, DOR shall inform STPI of the amount of the FIXED COMPONENT of the SUPPLY PRICEcharged at US $[…***…]. DOR shall reasonably cooperate with any request by STPI to review DOR’s determination of the FIXED COMPONENT, but barring any clear error in calculation, the determination of DOR shall be conclusive. DOR shall inform STPI of any adjustment to the FIXED COMPONENT If at least thirty (30) days prior to making such adjustment. DOR shall reasonably cooperate with any request by STPI to review DOR’s determination of the adjustment to FIXED COMPONENT, but barring any clear error in calculation, the determination of DOR shall be conclusive and STPI. 9.2.3 STPI shall keep accurate books and records setting forth the sales in unit and value, the selling prices, the NET SALES and the amount of SUPPLY PRICE payable to DOR hereunder, for each country of the TERRITORY with regard to the PRODUCT and AG PRODUCT sold. DOR, at its discretion, shall be permitted either: to have performed by an independent certified public accounting firm of nationally recognized standing selected by DOR and reasonably acceptable to STPI, at DOR’s expense, yearly audits of STPI records and books related to the PRODUCT and AG PRODUCT, provided such audits are reasonably conducted at STPI convenience and during STPI regular business hours. DOR’s representative or agent will be required to execute a reasonable and commercially customary confidentiality agreement with STPI prior to commencing any audit. Such auditor shall report to DOR only on the accuracy of the information provided by STPI (without taking any copies of STPI records and books) and whether additional amounts are owed. Such audits may be conducted for any calendar year ending not more than twenty-four (24) months prior to the date of each request. The right to audit with respect to any calendar year shall terminate three (3) years after the end of any such calendar year. In Year actual orders purchased by CREALTA do not fall within the event applicable quantity range of the original Forecast, then the Price for the Activated PEG purchased during that a discrepancy arises between the SUPPLY PRICE paid to DOR and STPI records and books, STPI Year shall be given thirty (30) days from the receipt adjusted to reflect that actual volume of the notice to either explain such discrepancy and/or remedy such discrepancy, as appropriate. Further, in the event of a discrepancy of more than five percent (5%) between the amount owed and the actual amount received Activated PEG purchased by DOR, STPI shall reimburse all the actual expenses and costs incurred by DOR in performing such audit. 9.2.4 The obligation to pay SUPPLY PRICE hereunder shall be imposed only once with respect to each unit of the PRODUCT and AG PRODUCT. No payments shall accrue on the sales of STPI to its AFFILIATED COMPANIES or sublicensees (if permitted) or distributors or agents as well as on any transactions between such entities. Payments shall accrue only on sales to unrelated third parties in arm’s length transactions. 9.2.5 Any taxes (other than value added or income taxes) STPI is required by the local authorities to pay or withhold on behalf of DOR with respect to the money payable to DOR under this AGREEMENT shall be deducted from the amount of such paymentsCREALTA, provided, however, that with regard if the actual amount purchased by CREALTA is less than Forecasted due to any such deduction STPI […***…], then the Price for the Activated PEG purchased by CREALTA shall give DOR such assistance be based on […***…]. Upon adjustment, if necessary, either CREALTA shall pay to NOF or NOF shall credit to CREALTA, as may be necessary to enable or assist DOR to claim exception therefore (under US or other applicable laws as well as any applicable treaties or conventions) and shall give DOR proper evidence as to payment of applicable, the taxbalance based on the said adjustment. Any other taxes due in the TERRITORY and arising out of or in connection with STPI exercise of the rights granted herein amounts owing by CREALTA to NOF pursuant to this provision shall be borne remitted within […***…] days of CREALTA’s receipt of a reconciliation statement which sets forth in specific detail the amounts purchased by STPICREALTA during the Year in question; any credits owing by NOF to CREALTA shall be applied to […***…]. STPI Provided, however, that CREALTA shall not be responsible for paying DORpay to NOF only such amount as corresponds with the amount of Activated PEG which is actually delivered to CREALTA or CREALTA’s income taxdesignee pursuant to the terms of this Agreement.