Common use of Transfer Price Clause in Contracts

Transfer Price. (a) FibroGen will supply to AstraZeneca (or its designated Affiliate or Sublicensee) Product for commercial use as drug product at a transfer price equal to [*] during the Calendar Year in which such Product is delivered. Notwithstanding the foregoing, in the event that the Parties agree that AstraZeneca shall supply drug product and FibroGen shall only supply drug substance, the transfer price for such drug substance shall be [*] during the Calendar Year in which such Product is delivered. (i) If FibroGen supplies Product as drug product, then not less than thirty (30) days prior to the beginning of each Calendar Year during which FibroGen will be supplying product (each a “Delivery Year”), the Parties will calculate a preliminary transfer price per unit (the “Preliminary Price Per Unit”), which shall be equal to [*] multiplied by the fraction (A)/(B), where (A) shall be the estimated [*] for such Delivery Year and (B) shall be the estimated [*] in the Territory during such Delivery Year (all estimations to be made by the Parties in good faith). FibroGen will invoice AstraZeneca upon delivery of each shipment of product at the Preliminary Price Per Unit and AstraZeneca will pay for such product at such price within forty-five (45) days after its receipt of such invoice. Within forty-five (45) days following the end of each Delivery Year, the Parties will calculate the definitive transfer price per unit (“Definitive Price Per Unit”) for such year, which shall be equal to [*] multiplied by the fraction (A)/(B), where (A) shall be the actual [*] made during the Delivery Year and (B) shall be the actual [*] in the Territory during such Delivery Year (excluding [*]). If the transfer price for the total volume of product actually delivered by FibroGen during the Delivery Year at the Definitive Price Per Unit (the “Total Definitive Price”) exceeds the transfer price for such volume based on the Preliminary Price Per Unit (the “Total Preliminary Price”), then AstraZeneca shall pay the difference to FibroGen within forty-five (45) days after its receipt of an invoice from FibroGen for such amount. If the Total Preliminary Price exceeds the Total Definitive Price, FibroGen shall issue a credit note to AstraZeneca for the difference. AstraZeneca shall be entitled to set off the amount due under the credit note against any subsequent payments owed by AstraZeneca to FibroGen under this Agreement (or, in the absence of any such subsequent payments, such credit note shall be settled by FibroGen within forty-five (45) days after its receipt thereof).

Transfer Price. All pricing for 1% and 3% vials shall be per box of Product. Each box of Product shall contain five (a5) FibroGen will supply to AstraZeneca vials, each vial containing two (or its designated Affiliate or Sublicensee2) milliliters of Sotradecol. The Transfer Price for each box of Product for commercial use as drug product at a transfer price equal to [shall be calculated using the following formula: Bioniche’s Published List Price X *] during **% = Transfer Price For purposes of this Agreement, Bioniche’s Published List Price shall mean the Calendar Year in which such Product is delivered. Notwithstanding the foregoing, in the event that the Parties agree that AstraZeneca shall supply drug product and FibroGen shall only supply drug substance, the transfer price for such drug substance shall be [*] during the Calendar Year in which such Product is delivered. (i) If FibroGen supplies each concentration of Product as drug product, then not less than thirty (30) days prior to set forth in Bioniche’s standard product catalog or the beginning of each Calendar Year during which FibroGen will be supplying product (each a “Delivery equivalent thereof for the applicable Contract Year”), the Parties will calculate a preliminary transfer price per unit (the “Preliminary Price Per Unit”), which shall is attached to this Schedule E as a part thereof, and as may be equal to [*] multiplied amended on a yearly basis by the fraction (A)/(B), where (A) shall be the estimated [*] for such Delivery Year and (B) shall be the estimated [*] in the Territory during such Delivery Year (all estimations to be made by the Parties in good faith)Bioniche. FibroGen will invoice AstraZeneca upon delivery of each shipment of product at the Preliminary Price Per Unit and AstraZeneca will pay for such product at such price within forty-five (45) days after its receipt of such invoice. Within forty-five (45) days following At the end of each Delivery YearCalendar Quarter, Bioniche will provide AngioDynamics with a reimbursement to increase AngioDynamics’ Gross Margin percentage by up to *** percent (***%) for each concentration of Product sold by AngioDynamics in that preceding Calendar Quarter to the extent that AngioDynamics achieves less than a ***% Gross Margin percentage for any such concentration of Product. The reimbursement shall be in the form of the relevant concentration of Product provided to AngioDynamics by Bioniche at no cost to AngioDynamics. For the purposes of this calculation, the Parties will calculate the definitive transfer price per unit (“Definitive Price Per Unit”) for such year, which value of no cost Product provided to AngioDynamics shall be equal to [*] multiplied by based on AngioDynamics’ Actual Selling Price for the fraction (A)/(B), where (A) shall be the actual [*] made during the Delivery Year and (B) shall be the actual [*] relevant concentration of Product in the Territory during such Delivery Year preceding Calendar Quarter. Following the end of each Calendar Quarter, AngioDynamics will provide to Bioniche a schedule showing AngioDynamics’ Actual Selling Price and Gross Margin separately stated for each concentration of Product for that preceding Calendar Quarter. For the purposes of this Agreement, AngioDynamics’ Actual Selling Price shall mean AngioDynamics’ actual revenues from the sale of each concentration of Product in any particular Calendar Quarter exclusive of trade discounts (excluding [*]in the nature of discounts for prompt payment). If For the transfer price purposes of this Agreement, Gross Margin shall mean AngioDynamics’ Actual Selling Price for each concentration of Product less the total volume Transfer Price for that concentration of product actually delivered Product in any particular Calendar Quarter. The following example of the reimbursement methodology discussed above is provided for illustration: Assume Transfer Price for 1% solution = $*** Assume AngioDynamics’ Actual Selling Price= $*** Assume Total sales = *** units or $*** ($*** X ***) Gross Margin percentage = ***% (($*** —$***)/$***) No cost goods reimbursement = ***% (***%—***%) AngioDynamics’ Actual Selling Price would need to be $*** to achieve a ***% Gross Margin ($*** /***%) $*** - $*** = $*** $*** X *** units sold = $*** *** units ($*** /$***) provided by FibroGen during Bioniche to AngioDynamics at no cost *** Confidential material redacted and filed separately with the Delivery Year at the Definitive Price Per Unit (the “Total Definitive Price”) exceeds the transfer price for such volume based on the Preliminary Price Per Unit (the “Total Preliminary Price”), then AstraZeneca shall pay the difference to FibroGen within forty-five (45) days after its receipt of an invoice from FibroGen for such amount. If the Total Preliminary Price exceeds the Total Definitive Price, FibroGen shall issue a credit note to AstraZeneca for the difference. AstraZeneca shall be entitled to set off the amount due under the credit note against any subsequent payments owed by AstraZeneca to FibroGen under this Agreement (or, in the absence of any such subsequent payments, such credit note shall be settled by FibroGen within forty-five (45) days after its receipt thereof)Commission.

Transfer Price. (a) FibroGen will Gilead shall pay to Cubist a transfer price for (i) clinical supply of Licensed Product to AstraZeneca Gilead by Cubist equal to the Clinical Transfer Price, and (or its designated Affiliate or Sublicenseeii) commercial supply of Licensed Product by Cubist to Gilead equal to the Transfer Price, in each case as determined in accordance with this Section 7.2. (b) [*] 2001, a "Clinical Transfer Price" for units of Licensed Product for clinical supply delivered by Cubist to Gilead and a "Transfer Price" for units of Licensed Product for commercial use supply delivered by Cubist to Gilead, in each case to apply for the following [*], shall be determined as drug product at a transfer price equal to provided in Sections 7.2(c) and (e) based upon Cubist's [*], for Licensed Product in the [*] during period preceding the Calendar Year in which such Product is deliveredtime the Transfer Price and Clinical Transfer Price are determined. Notwithstanding the foregoing, in the event that the Parties agree that AstraZeneca shall supply drug product and FibroGen shall only supply drug substance, the transfer price for such drug substance shall be [*] during the Calendar Year in which such Product is delivered. (i) If FibroGen supplies Product as drug product, then not less than thirty (30) days prior to the beginning of each Calendar Year during which FibroGen will be supplying product (each a “Delivery Year”), the Parties will calculate a preliminary transfer price per unit (the “Preliminary Price Per Unit”), which The "Clinical Manufacturing Cost" shall be equal to [*] multiplied by the fraction (A)/(B)], where (A) shall be the estimated [*] for such Delivery Year and (B) shall be the estimated [*] calculated in the Territory during such Delivery Year (all estimations to be made by the Parties in good faith)accordance with reasonable cost accounting methods that comply with generally accepted accounting principles. FibroGen will invoice AstraZeneca upon delivery of each shipment of product at the Preliminary Price Per Unit and AstraZeneca will pay for such product at such price within forty-five (45) days after its receipt of such invoice. Within forty-five (45) days following the end of each Delivery Year, the Parties will calculate the definitive transfer price per unit (“Definitive Price Per Unit”) for such year, which The "Manufacturing Cost" shall be equal to [*], calculated in accordance with reasonable cost accounting methods that comply with generally accepted accounting principles. For quantities of Licensed Product Cubist acquires from a Third Party, Cubist's [*] multiplied the calculations of the Clinical Manufacturing Cost and Manufacturing Cost. The Transfer Price and Clinical Transfer Price shall [*]. (c) No later than [*] and no later than [*] thereafter, Cubist shall notify Gilead in writing of the dollar figures that Cubist proposes to be the Clinical Transfer Price and Transfer Price, respectively, for units of Licensed Product delivered in the [*] following the date of such notice. Cubist's notice as to the Clinical Transfer Price and Transfer Price it proposes shall include [*] upon which [*], and shall include a [*]. Within [*] of receiving such notice from Cubist, Gilead shall respond in writing as to whether it (i) [*] manufactured by Cubist and/or its Affiliates to be [*], or (ii) [*]. Additionally within such time frame, [*]. (d) If Gilead does not dispute the fraction (A)/(B)Clinical Transfer Price or the Transfer Price proposed by Cubist, where (A) then the amounts proposed by Cubist shall be the actual Clinical Transfer Price and Transfer Price, respectively, for all units of Licensed Product manufactured by or for Cubist and/or its Affiliates and delivered to Gilead in the [*] made during following the Delivery Year and date of the Parties' notices pursuant to Section 7.2(c). (Be) shall be Within [*] after the actual end of each [*] in the Territory during which Cubist has delivered Licensed Product to Gilead, Cubist shall notify Gilead in writing of Cubist's actual Clinical Manufacturing Cost for quantities of Licensed Product delivered to Gilead as clinical supply in such Delivery Year (excluding [*]. If Gilead does not dispute the Clinical Manufacturing Cost as calculated by Cubist, then [*] any difference between the Clinical Transfer Price and the Clinical Manufacturing Cost shall, within [*] after the end of such [*], pay [*] by wire transfer of immediately available funds to an account designated by such other Party. If Gilead disputes the Clinical Manufacturing Cost as calculated by Cubist, then such values shall be determined pursuant to Section 7.2(f) and [ *] any such discrepancy shall, within [*] after the Independent Accounting Firm as defined in Section 7.2(f) makes its calculation of such value known to the Parties, pay [*] by wire transfer of immediately available funds to an account designated by such other Party. (f) If Gilead disputes an amount proposed by Cubist to be the Clinical Transfer Price, Transfer Price, Clinical Manufacturing Price or Manufacturing Price, then the Steering Committee shall discuss the issues for a period of [*]. If, after such discussions by the Steering Committee, the Parties continue to disagree on such issue, then the Parties shall submit the issue to Cubist's independent auditor (currently, Pricewaterhouse Coopers) (the "Independent Accounting Firm"). If The Independent Accounting Firm, using personnel other than those who perform regular accounting services for Cubist, shall calculate the transfer price disputed value in accordance with the basis specified in Section 7.2(b) based on [*]. The Parties shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render its calculation of the disputed value to the Parties within [*] of the date the Parties submit such calculation to the Independent Accounting Firm. Neither Party shall [*] the Independent Accounting Firm. The Parties shall [*] the Independent Accounting Firm for the total volume purposes described in this Section 7.2(f). The Independent Accounting Firm's calculation of product actually delivered by FibroGen during the Delivery Year at the Definitive Price Per Unit disputed value [*]. (the “Total Definitive Price”g) exceeds the transfer price for such volume based on the Preliminary Price Per Unit (the “Total Preliminary Price”)If Cubist is to supply Gilead with multiple Licensed Products in a given [*], then AstraZeneca shall pay the difference to FibroGen within forty-five (45) days after its receipt of an invoice from FibroGen for such amount. If the Total Preliminary Price exceeds the Total Definitive PriceClinical Transfer Prices, FibroGen shall issue a credit note to AstraZeneca for the difference. AstraZeneca Transfer Prices, Clinical Manufacturing Costs and Manufacturing Costs shall be entitled to set off the amount due under the credit note against any subsequent payments owed by AstraZeneca to FibroGen under determined separately for each Licensed Product in accordance with this Section 7.2. (h) The Supply Agreement (or, in the absence of any such subsequent payments, such credit note shall be settled by FibroGen within forty-five (45) days after its receipt thereof)[*].

Transfer Price. (a) FibroGen will supply Subject to AstraZeneca (or its designated Affiliate or Sublicensee) Product Section 8.12, for Bulk API supplied by Xxxxxx Xxxxx for commercial use as drug product at purposes, Cypress will pay to Xxxxxx Xxxxx a transfer price equal [...***...] per kilogram of Bulk API (as may be adjusted pursuant to Section 5.1, the "Transfer Price"), subject to the terms of this Section 5.1(a), which Transfer Price does not include tax: (i) For Bulk API supplied by Xxxxxx Xxxxx for formulation development of Licensed Product and all toxicology and pharmacology studies and clinical trials of Licensed Product required for any NDA for Licensed Product, Cypress will pay [...***...] of such Transfer Price; (ii) For Bulk API supplied by Xxxxxx Xxxxx for Samples, so long as Forest has rights under the Licensed Technology, the following provisions will apply: (1) Xxxxxx Xxxxx will supply the following quantities of Bulk API for Samples [...***...]to Forest for the [...***...] after the Date of First Commercial Sale: (A) for the first year, [...***...]of the quantity of Bulk API supplied for Licensed Product sold in such first year; (B) for the second year, [...***...] of the quantity of Bulk API supplied for Licensed Product sold in such second year; and (C) for the third year, [...***...] of the quantity of Bulk API supplied for Licensed Product sold in such third year. The foregoing quantities will be based on projected sales of Licensed Product for the applicable period, as reflected in the Sales Forecasts (as defined in the Restated License Agreement) provided pursuant to Section 5.3(a) of the Restated License Agreement, and reconciling payments with respect to Bulk API provided for Samples will be made by as necessary within 60 days after the end of the applicable year to reflect actual sales of Licensed Product in such year. (2) For all quantities of Bulk API supplied by Xxxxxx Xxxxx for Samples in excess of the quantities supplied under Section 5.1(a)(ii)(1) and throughout the Term, Xxxxxx Xxxxx will supply such Bulk API at [...***...] of the Transfer Price otherwise payable under this Section 5.1(a), with Forest paying Xxxxxx Xxxxx [...***...] of the Transfer Price otherwise payable under this Section 5.1(a) to supply such Bulk API, and Cypress paying Xxxxxx Xxxxx [...***...] of the Transfer Price otherwise payable under this Section 5.1(a) to supply such Bulk API. Forest shall maintain records regarding actual Sample distribution. Forest shall periodically provide to Xxxxxx Xxxxx summaries of the information contained in such records and shall make such records available to Xxxxxx Xxxxx, at reasonable times and upon reasonable prior notice, at Xxxxxx Xxxxx'x request. (iii) The Transfer Price described in Section 5.1(a) will be adjusted by Xxxxxx Xxxxx on January 1 of each year during the Calendar Year Term, beginning on January 1, 2004, according to the last published French index of consumer prices (Indice mensuel des prix à la consommation (base 100—year 1998)—Ensemble des Ménages France entière, as published in which such Product is delivered"Bulletin INSEE—tableau 00.XX), or any successor thereto, the base index being that of January 2003, i.e.: 106.9 (the "Index"); provided, however, that in no event shall the Transfer Price decrease or increase by more than [...***...] from the Transfer Price in effect for the prior calendar year. Notwithstanding the foregoing, in the event that any annual increase in the Parties agree that AstraZeneca shall supply drug product and FibroGen shall only supply drug substanceIndex for a given calendar year exceeds [...***...], the transfer price for such drug substance shall be [*] during the Calendar Year in which such Product is delivered. (i) If FibroGen supplies Product the Transfer Price shall increase by [...***...] for the next calendar year, and (ii) if such [...***...]increase in such calendar year was less than the actual percentage increase in Xxxxxx Xxxxx'x costs of manufacturing Bulk API during that calendar year (as drug productdocumented by Xxxxxx Xxxxx to explain, in general terms, the basis for such actual percentage increase in costs of greater than [...***...]), then Xxxxxx Xxxxx shall have the right to apply the amount by which the actual percentage increase in Xxxxxx Xxxxx'x costs of manufacturing Bulk API during such calendar year exceeds [...***...] (the "Annual Excess"), or any portion thereof, to a future adjustment in the Transfer Price for the first year following such establishment of an Annual Excess that any such adjustment does not result in an increase in the Transfer Price in excess of [...***...] from that in effect for the prior year. Any portion of an Annual Excess that is not used in the following year may be carried over to subsequent years, and the unused portion of the Annual Excess for any and all years may be aggregated to be applied in determining an increase in the Transfer Price as provided above. By way of illustration only, if the Index at January 2004 and January 2005 is 115.45 and 117.47, respectively, then (A) the Transfer Price for 2004 will be [...***...] and the Annual Excess is [...***...] if the actual percentage increase in Xxxxxx Xxxxx'x cost of manufacturing Bulk API was not less than thirty (30) days prior to the beginning of each Calendar Year during which FibroGen will be supplying product (each a “Delivery Year”)percentage increase in the Index, the Parties will calculate a preliminary transfer price per unit (the “Preliminary Price Per Unit”), which shall be equal to [*] multiplied by the fraction (A)/(B), where (A) shall be the estimated [*] for such Delivery Year and (B) shall the Transfer Price for 2005 will be [...***...] (b) The Transfer Price is established on the estimated Effective Date when the exchange rate is 1.15 U.S. Dollars to 1.00 Euros. In connection with payment of the Transfer Price, if the exchange rate of U.S. Dollars to Euros, as reported in The Wall Street Journal (absent any error) for the business day immediately preceding the applicable payment date is higher or lower than such exchange rate on the Effective Date by [...***...] or more, then Cypress or its sub-licensee, on the one hand, and Xxxxxx Xxxxx, on the other hand will share equally the effect of the increase or decrease in such exchange rate to the extent of any increase or decrease of [...***...] or more over the exchange rate on the Effective Date (the "Shared Amount"), as provided below. The Shared Amount will be determined in respect of each payment of the Transfer Price. For any Shared Amount resulting from an increase in the Territory during such Delivery Year (all estimations exchange rate of U.S. Dollars to be made by the Parties in good faith). FibroGen will invoice AstraZeneca upon delivery of each shipment of product at the Preliminary Price Per Unit and AstraZeneca will pay for such product at such price within fortyEuros, Cypress or its sub-five (45) days after its receipt of such invoice. Within forty-five (45) days following the end of each Delivery Year, the Parties will calculate the definitive transfer price per unit (“Definitive Price Per Unit”) for such year, which shall be equal to [*] multiplied by the fraction (A)/(B), where (A) shall be the actual [*] made during the Delivery Year and (B) shall be the actual [*] in the Territory during such Delivery Year (excluding [*]). If the transfer price for the total volume of product actually delivered by FibroGen during the Delivery Year at the Definitive Price Per Unit (the “Total Definitive Price”) exceeds the transfer price for such volume based on the Preliminary Price Per Unit (the “Total Preliminary Price”), then AstraZeneca shall pay the difference to FibroGen within forty-five (45) days after its receipt of an invoice from FibroGen for such amount. If the Total Preliminary Price exceeds the Total Definitive Price, FibroGen shall issue a credit note to AstraZeneca for the difference. AstraZeneca licensee shall be entitled to set off the a payment from Xxxxxx Xxxxx in an amount due under the credit note against any subsequent payments owed by AstraZeneca equal to FibroGen under this Agreement (or, in the absence of any such subsequent payments, such credit note shall be settled by FibroGen within forty-five (45) days after its receipt thereof).[...***...

Transfer Price. (a) FibroGen will supply to AstraZeneca (or its designated Affiliate or Sublicensee) Product for commercial use as drug product at a transfer price equal to [*[ * ] during the Calendar Year in which such Product is delivered. Notwithstanding the foregoing, in the event that the Parties agree that AstraZeneca shall supply drug product and FibroGen shall only supply drug substance, the transfer price for such drug substance shall be [*[ * ] during the Calendar Year in which such Product is delivered. (i) If FibroGen supplies Product as drug product, then not less than thirty (30) days prior to the beginning of each Calendar Year during which FibroGen will be supplying product (each a “Delivery Year”), the Parties will calculate a preliminary transfer price per unit (the “Preliminary Price Per Unit”), which shall be equal to [*[ * ] multiplied by the fraction (A)/(B), where (A) shall be the estimated [*[ * ] for such Delivery Year and (B) shall be the estimated [*[ * ] in the Territory during such Delivery Year (all estimations to be made by the Parties in good faith). FibroGen will invoice AstraZeneca upon delivery of each shipment of product at the Preliminary Price Per Unit and AstraZeneca will pay for such product at such price within forty-five (45) days after its receipt of such invoice. Within forty-five (45) days following the end of each Delivery Year, the Parties will calculate the definitive transfer price per unit (“Definitive Price Per Unit”) for such year, which shall be equal to [*[ * ] multiplied by the fraction (A)/(B), where (A) shall be the actual [*[ * ] made during the Delivery Year and (B) shall be the actual [*[ * ] in the Territory during such Delivery Year (excluding [*[ * ]). If the transfer price for the total volume of product actually delivered by FibroGen during the Delivery Year at the Definitive Price Per Unit (the “Total Definitive Price”) exceeds the transfer price for such volume based on the Preliminary Price Per Unit (the “Total Preliminary Price”), then AstraZeneca shall pay the difference to FibroGen within forty-five (45) days after its receipt of an invoice from FibroGen for such amount. If the Total Preliminary Price exceeds the Total Definitive Price, FibroGen shall issue a credit note to AstraZeneca for the difference. AstraZeneca shall be entitled to set off the amount due under the credit note against any subsequent payments owed by AstraZeneca to FibroGen under this Agreement (or, in the absence of any such subsequent payments, such credit note shall be settled by FibroGen within forty-five (45) days after its receipt thereof).

Transfer Price. (a) FibroGen will supply to AstraZeneca (or its designated Affiliate or Sublicensee) Product for commercial use as drug product at a transfer price equal to [*[ * ] during the Calendar Year in which such Product is delivered. Notwithstanding the foregoing, in the event that the Parties agree that AstraZeneca shall supply drug product and FibroGen shall only supply drug substance, the transfer price for such drug substance shall be [*[ * ] during the Calendar Year in which such Product is delivered. (i) If FibroGen supplies Product as drug product, then not less than thirty (30) days prior to the beginning of each Calendar Year during which FibroGen will be supplying product (each a “Delivery Year”), the Parties will calculate a preliminary transfer price per unit (the “Preliminary Price Per Unit”), which shall be equal to [*[ * ] multiplied by the fraction (A)/(B), where (A) shall be the estimated [*[ * ] for such Delivery Year and (B) shall be the estimated [*[ * ] in the Territory during such Delivery Year (all estimations to be made by the Parties in good faith). FibroGen will invoice AstraZeneca upon delivery of each shipment of product at the Preliminary Price Per Unit and AstraZeneca will pay for such product at such price within forty-five (45) days after its receipt of such invoice. Within forty-five (45) days following the end of each Delivery Year, the Parties will calculate the definitive transfer price per unit (“Definitive Price Per Unit”) for such year, which shall be equal to [*[ * ] multiplied by the fraction (A)/(B), where (A) shall be the actual [*[ * ] made during the Delivery Year and (B) shall be the actual [*[ * ] in the Territory during such Delivery Year (excluding [*[ * ]). If the transfer price for the total volume of product actually delivered by FibroGen during the Delivery Year at the Definitive Price Per Unit (the “Total Definitive Price”) exceeds the transfer price for such volume based on the Preliminary Price Per Unit (the “Total Preliminary Price”), then AstraZeneca shall pay the difference to FibroGen within forty-five (45) days after its receipt of an invoice from FibroGen for such amount. If the Total Preliminary Price exceeds the Total Definitive Price, FibroGen shall issue a credit note to AstraZeneca for the difference. AstraZeneca shall be entitled to set off the amount due under the credit note against any subsequent payments owed by AstraZeneca to FibroGen under this Agreement (or, in the absence of any such subsequent payments, such credit note shall be settled by FibroGen within forty-five (45) days after its receipt thereof). (ii) If FibroGen supplies Product as drug substance, then the Parties shall calculate the price for Product according to a process similar to that described in clause (i) above, except that the multiplier shall be [ * ] during the Delivery Year.

Transfer Price. (a) FibroGen will Gilead shall pay to Cubist a transfer price for (i) clinical supply of Licensed Product to AstraZeneca Gilead by Cubist equal to the Clinical Transfer Price, and (or its designated Affiliate or Sublicenseeii) commercial supply of Licensed Product by Cubist to Gilead equal to the Transfer Price, in each case as determined in accordance with this Section 7.2. (b) [ ]* 2001, a "Clinical Transfer Price" for units of Licensed Product for clinical supply delivered by Cubist to Gilead and a "Transfer Price" for units of Licensed Product for commercial use as drug product at a transfer price equal supply delivered by Cubist to [*] during the Calendar Year in which such Product is delivered. Notwithstanding the foregoingGilead, in each case to apply for the event that the Parties agree that AstraZeneca shall supply drug product and FibroGen shall only supply drug substancefollowing [ ]*, the transfer price for such drug substance shall be [determined as provided in Sections 7.2(c) and (e) based upon Cubist's [ ]*] during , for Licensed Product in the Calendar Year in which such Product is delivered. (i) If FibroGen supplies Product as drug product, then not less than thirty (30) days prior to [ ]* period preceding the beginning of each Calendar Year during which FibroGen will be supplying product (each a “Delivery Year”), time the Parties will calculate a preliminary transfer price per unit (the “Preliminary Transfer Price Per Unit”), which and Clinical Transfer Price are determined. The "Clinical Manufacturing Cost" shall be equal to [[ ]*] multiplied , calculated in accordance with reasonable cost accounting methods that comply with generally accepted accounting principles. The "Manufacturing Cost" shall be equal to [ ]*, *CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION. calculated in accordance with reasonable cost accounting methods that comply with generally accepted accounting principles. For quantities of Licensed Product Cubist acquires from a Third Party, Cubist's [ ]* the calculations of the Clinical Manufacturing Cost and Manufacturing Cost. The Transfer Price and Clinical Transfer Price shall [ ]* (c) No later than [ ]* and no later than [ ]* thereafter, Cubist shall notify Gilead in writing of the dollar figures that Cubist proposes to be the Clinical Transfer Price and Transfer Price, respectively, for units of Licensed Product delivered in the [ ]* following the date of such notice. Cubist's notice as to the Clinical Transfer Price and Transfer Price it proposes shall include [ ]* upon which [ ]*, and shall include a [ ]*. Within [ ]* of receiving such notice from Cubist, Gilead shall respond in writing as to whether it (i) [ ]* manufactured by Cubist and/or its Affiliates to be [ ]*, or (ii) [ ]*. Additionally within such time frame, [ ]*. (d) If Gilead does not dispute the fraction (A)/(B)Clinical Transfer Price or the Transfer Price proposed by Cubist, where (A) then the amounts proposed by Cubist shall be the estimated [*] Clinical Transfer Price and Transfer Price, respectively, for such Delivery Year all units of Licensed Product manufactured by or for Cubist and/or its Affiliates and (B) shall be the estimated [*] delivered to Gilead in the Territory during such Delivery Year [ ]* following the date of the Parties' notices pursuant to Section 7.2(c). (all estimations to be made by the Parties in good faith). FibroGen will invoice AstraZeneca upon delivery of each shipment of product at the Preliminary Price Per Unit and AstraZeneca will pay for such product at such price within forty-five (45e) days Within [ ]* after its receipt of such invoice. Within forty-five (45) days following the end of each Delivery Year[ ]* in which Cubist has delivered Licensed Product to Gilead, Cubist shall notify Gilead in writing of Cubist's actual Clinical Manufacturing Cost for quantities of Licensed Product delivered to Gilead as clinical supply in such [ ]*. If Gilead does not dispute the Clinical Manufacturing Cost as calculated by Cubist, then [ ]* any difference between the Clinical Transfer Price and the Clinical Manufacturing Cost shall, within [ ]* after the end of such [ ]*, pay [ ]* by wire transfer of immediately available funds to an account designated by such other Party. If Gilead disputes the Clinical Manufacturing Cost as calculated by Cubist, then such values shall be determined pursuant to Section 7.2(f) and [ ]* any such discrepancy shall, within [ ]* after the Independent Accounting Firm as defined in Section 7.2(f) makes its calculation of such value known to the Parties, pay [ ]* by wire transfer of immediately available funds to an account designated by such other Party. (f) If Gilead disputes an amount proposed by Cubist to be the Clinical Transfer Price, Transfer Price, Clinical Manufacturing Price or Manufacturing Price, then the Steering Committee shall discuss the issues for a period of [ ]*. If, after such discussions by the Steering Committee, the Parties will continue to disagree on such issue, then the Parties shall submit the issue to Cubist's independent auditor (currently, Pricewaterhouse Coopers) (the "Independent Accounting Firm"). The Independent Accounting Firm, using personnel other than those who perform regular accounting services for Cubist, shall calculate the definitive transfer price per unit disputed value in accordance with the basis specified in Section 7.2(b) based on [ ]*. The Parties shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render its calculation of the disputed value to the Parties within [ ]* of the date the Parties submit such calculation to the Independent Accounting Firm. Neither Party shall [ ]* the Independent Accounting Firm. The Parties shall [ ]* the Independent Accounting Firm for the purposes described in this Section 7.2(f). The Independent Accounting Firm's calculation of the disputed value [ ]*. *CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION. 33 (“Definitive Price Per Unit”g) for such yearIf Cubist is to supply Gilead with multiple Licensed Products in a given [ ]*, which then Clinical Transfer Prices, Transfer Prices, Clinical Manufacturing Costs and Manufacturing Costs shall be equal to [determined separately for each Licensed Product in accordance with this Section 7.2. (h) The Supply Agreement shall [ ]*] multiplied by the fraction (A)/(B), where (A) shall be the actual [*] made during the Delivery Year and (B) shall be the actual [*] in the Territory during such Delivery Year (excluding [*]). If the transfer price for the total volume of product actually delivered by FibroGen during the Delivery Year at the Definitive Price Per Unit (the “Total Definitive Price”) exceeds the transfer price for such volume based on the Preliminary Price Per Unit (the “Total Preliminary Price”), then AstraZeneca shall pay the difference to FibroGen within forty-five (45) days after its receipt of an invoice from FibroGen for such amount. If the Total Preliminary Price exceeds the Total Definitive Price, FibroGen shall issue a credit note to AstraZeneca for the difference. AstraZeneca shall be entitled to set off the amount due under the credit note against any subsequent payments owed by AstraZeneca to FibroGen under this Agreement (or, in the absence of any such subsequent payments, such credit note shall be settled by FibroGen within forty-five (45) days after its receipt thereof).

Transfer Price. (a) FibroGen will supply Subject to AstraZeneca (or its designated Affiliate or Sublicensee) Product the next sentence and Section 4.1(b), Amersham shall pay Corixa for commercial use as drug product at the Tositumomab Corixa provides to Amersham and the Corixa Iodine I 131 Tositumomab, a transfer price equal to the sum of (i) Fully Allocated Costs for such Tositumomab or Corixa Iodine I 131 Tositumomab, as applicable, and (ii) [*] during percent ([*]%) of Net Sales for any Product containing or comprising such Tositumomab (even if such Tositumomab is radiolabeled by or on behalf of Amersham) or such Corixa Iodine I 131 Tositumomab (the Calendar Year "Transfer Price"). For clinical trial supplies of Tositumomab and Corixa Iodine I 131 Tositumomab, the Transfer Price paid by Amersham shall exclude that part of the Transfer Price described in which (ii) above. Corixa shall pay for all such Product is deliveredclinical supplies that are designated for use in an Initial Approval Clinical Trial. Notwithstanding the foregoing, in the event Amersham acknowledges that the Parties agree that AstraZeneca shall supply drug product Fully Allocated Costs for Tositumomab and FibroGen shall only supply drug substanceCorixa Iodine I 131 Tositumomab may vary depending on, among other factors, the transfer then current price paid to BI Pharma by Corixa for such drug substance Tositumomab and the then current price paid to Nordion by Corixa for Corixa Iodine I 131 Tositumomab. Amersham shall pay the amount set forth in (i) within 30 days after the date of Corixa's invoice therefor. It is anticipated that Corixa will send Amersham semi-annual invoices for Tositumomab (except for Tositumomab designated for use in an Initial Approval Clinical Trial) and monthly invoices for Corixa Iodine I 131 Tositumomab (except for Corixa Iodine I 131 Tositumomab designated for use in an Initial Approval Clinical Trial). The amount set forth in (ii) shall be [*] during the Calendar Year paid in which such Product is deliveredaccordance with Section 4.4. (ib) If FibroGen supplies Product as drug product, then not less than thirty (30) days prior The percentage of Net Sales owed by Amersham pursuant to the beginning of each Calendar Year during which FibroGen will be supplying product (each a “Delivery Year”), the Parties will calculate a preliminary transfer price per unit (the “Preliminary Price Per Unit”), which shall be equal to [*] multiplied by the fraction (A)/(B), where (ASection 4.1(a)(ii) shall be reduced to the estimated [*] for such Delivery Year and (B) shall be the estimated [*] applicable percentage shown below in a particular country of the Territory during such Delivery Year time as one of the following circumstances is then in effect in such country: * Confidential Treatment Requested PERCENTAGE CIRCUMSTANCE OF NET SALES ------------ ------------ (all estimations to be made by the Parties i) there is on sale in good faith). FibroGen will invoice AstraZeneca upon delivery of each shipment of product at the Preliminary Price Per Unit and AstraZeneca will pay for such product at such price within forty-five (45) days after its receipt of such invoice. Within forty-five (45) days following the end of each Delivery Year, the Parties will calculate the definitive transfer price per unit (“Definitive Price Per Unit”) for such year, which shall be equal to country an [*] multiplied that is marketed by the fraction (A)/(B), where (A) shall be the actual [*]% [*] made during the Delivery Year and or a distributor or licensee of Corixa (B) shall be the actual [*] in the Territory during such Delivery Year (excluding other than [*]). If the transfer price for the total volume of product actually delivered by FibroGen during the Delivery Year at the Definitive Price Per Unit (the “Total Definitive Price”) exceeds the transfer price for such volume based on the Preliminary Price Per Unit (the “Total Preliminary Price”), then AstraZeneca shall pay the difference to FibroGen within forty-five (45) days after its receipt of an invoice from FibroGen for such amount. If the Total Preliminary Price exceeds the Total Definitive Price, FibroGen shall issue a credit note to AstraZeneca for the difference. AstraZeneca shall be entitled to set off the amount due under the credit note against any subsequent payments owed by AstraZeneca to FibroGen under this Agreement (or, in the absence of any such subsequent payments, such credit note shall be settled by FibroGen within forty-five (45) days after its receipt thereof).