Common use of Transfer Price Adjustments Clause in Contracts

Transfer Price Adjustments. The Transfer Prices for the Products under Schedule A are valid through December 31, 2019. After December 31, 2019, the Transfer Price for Products may be adjusted for any increase in the cost of active pharmaceutical ingredients, annual Generic Drug User Fees (GDUFA fees) proportional allocation, and other material government mandated requirements. ELITE shall provide at least thirty (30) days written notice to LANNETT for any such Transfer Price adjustments with justifications for any increase. ELITE shall use commercially reasonable efforts to reduce its manufacturing expenses for the Products. At either Party’s written request, the Parties will discuss in good faith the revision of the Transfer Price (and any subsequently agreed prices) to take into account adverse market conditions resulting in unsatisfactory returns for LANNETT or changes in the manufacturing costs for the Products. The revised Transfer Price shall be laid down in writing and inserted as an amended Schedule A to this Agreement. Confirmed orders are excluded from Transfer Price negotiations. If, after good faith negotiations, the Parties are unable to reach agreement on an adjustment to the Transfer Pricing for the Products, then LANNETT shall be entitled to terminate this Agreement, effective upon at least sixty (60) days’ prior written notice to ELITE.

Transfer Price Adjustments. The Transfer Prices for the Products under Schedule A are valid through December 31, 20192022. After December 31, 20192022, the Transfer Price for Products may be adjusted for any increase in the cost of active pharmaceutical ingredients, annual Generic Drug User Fees (GDUFA fees) proportional allocation, and other material government mandated requirements. ELITE shall provide at least thirty (30) days written notice to LANNETT LXXXXXX for any such Transfer Price adjustments with justifications for any increase. ELITE shall use commercially reasonable efforts to reduce its manufacturing expenses for the Products. At either Party’s written request, the Parties will discuss in good faith the revision of the Transfer Price (and any subsequently agreed prices) to take into account adverse market conditions resulting in unsatisfactory returns for LANNETT or changes in the manufacturing costs for the Products. The revised Transfer Price shall be laid down in writing and inserted as an amended Schedule A to this Agreement. Confirmed orders are excluded from Transfer Price negotiations. If, after good faith negotiations, the Parties are unable to reach agreement on an adjustment to the Transfer Pricing for the Products, then LANNETT LXXXXXX shall be entitled to terminate this Agreement, effective upon at least sixty (60) days’ prior written notice to ELITE.