Transfer Prices. The prices for the Product sold by Biomet to BioCardia during the Term shall be as set forth on the Exhibit 6.1 attached to this Agreement (the “Transfer Prices”). In the event this Agreement is assigned by BioCardia to a Qualified Acquirer pursuant to Section 12.4, the Transfer Prices shall be adjusted as set forth in Exhibit 6.1.
Transfer Prices. (a) The Transfer Prices for the Products set forth in Exhibit 1.20 ------------ shall be firm for the first Calendar Year of this Agreement. Thereafter, the Parties shall meet annually to discuss changes to Transfer Prices for the Products. Any adjustment to the Transfer Prices of the Products shall be agreed upon in writing by both Parties.
(b) In addition, Manufacturer shall be allowed an annual inflationary adjustment to the Transfer Prices for demonstrable increases in raw material and/or labor costs. Such annual inflationary increases shall be limited to the lesser of the annual percentage increase for the most recent twelve (12) month period for which figures are available in the Consumer Price Index (CPI), issued by the Bureau of Labor Statistics, U.S. Department of Labor, or Marketer's annual inflationary price increase to end user customers.
Transfer Prices. The Transfer Price for a particular shipment of API that is manufactured and supplied to Cempra by FFFC under this Agreement shall be equal to the total number of kilograms in such shipment, multiplied by the per-kilogram Transfer Price as set forth in the transfer price schedule and further otherwise determined as set forth on Exhibit J. Without any delay after the end of each Month Period, FFFC shall send Cempra a written report stating the Forecast-Based Price for such Month Period (or, if adjusted by mutual agreement of the Parties as contemplated by Exhibit J, the applicable Forecast-Based Prices for such Month Period and the volumes of API to which such Forecast-Based Prices applied) and the Final Price for such Month Period, and including a detailed calculation thereof. If the total amount that would have been owed or paid to FFFC for all API delivered during a particular Month Period meeting the API Specifications and accepted by Cempra in accordance with this Agreement (such Month Period’s “Accepted API”) had the Final Price been applicable thereto exceeds the total amount owed or paid to FFFC for all of such Month Period’s Accepted API based on the applicable Forecast-Based Price(s) therefor, then FFFC shall send Cempra an invoice for the amount of such excess and, within [*] days following Cempra’s receipt of such invoice, Cempra shall pay FFFC an amount equal to such excess. If the total amount owed or paid to FFFC for all of a particular Month Period’s Accepted API based on the applicable Forecast-Based Price(s) therefor exceeds the total amount that would have been owed or paid to FFFC for all of such Month Period’s Accepted API had the Final Price been applicable thereto, then FFFC shall pay Cempra an amount, or credit Cempra an amount against outstanding invoices or future amounts due under this Agreement, as elected in writing by Cempra in its sole discretion (with such payment to be made within [*] days, and such credit to become immediately effective, following such election by Cempra), equal to, in either case, such excess.
Transfer Prices diaDexus shall pay to BioCheck the Transfer Price for each Product supplied by BioCheck under this Agreement, as set forth in Article 3.
Transfer Prices. “Transfer Prices” shall mean the prices, listed in Exhibit 3, which OTI charges the DISTRIBUTOR for Products.
Transfer Prices. OTI shall provide DISTRIBUTOR with a schedule of Transfer Prices, in the form of Exhibit 3 attached hereto. OTI shall announce to DISTRIBUTOR in writing annual changes in Transfer Prices each year by [***] to become effective on [***] of the succeeding year. Notice of other changes to Transfer Prices shall be in writing, given to DISTRIBUTOR at least [***] ([***]) calendar days in advance of their effective date. OTI agrees to accept and honor at the prevailing price all orders that are placed by DISTRIBUTOR in writing and accepted in writing by OTI at least [***] ([***]) Business Days prior to the effective date of any Transfer Price changes. At the time of the announcement of any Transfer Price changes, OTI will issue an amended Exhibit 3.
Transfer Prices. BIOVENTUS will purchase exclusively from IBSA (subject to Article II.3 of the Agreement) all of its requirements of the PRODUCT for the TERRITORY, at a TRANSFER PRICE equal to [***] of the NET SELLING PRICE in the TERRITORY. Except as set forth in this Agreement, in no event, shall the TRANSFER PRICES from IBSA to BIOVENTUS be less than the following floor price (the “FLOOR PRICE”):
Transfer Prices. (a) The transfer price (the “Transfer Price”) for each type of Product delivered by Manufacturer to the carrier for shipment selected by Distributor during the term of this Agreement shall be as set forth on Schedule F attached hereto, as the same may hereafter be modified by mutual agreement of the Parties in writing. The Transfer Prices set forth therein include all costs of sterilization and packaging in accordance with the Specifications. The Transfer Prices shall adhere to the guiding principles of the Steering Committee set forth on Schedule G attached hereto (the “Guiding Principles”). Distributor shall pay Manufacturer the applicable Transfer Price of each unit of Product shipped pursuant to this Agreement.
(b) At each meeting of the Steering Committee, the Steering Committee shall review the Transfer Prices and each Party may produce written independently verifiable documentation as to the change, if any, in the costs of Raw Materials used by Manufacturer to Manufacture the Product or in Manufacturer’s Manufacturing operations in connection with the Product. The Steering Committee shall negotiate in good faith to agree on whether an increase or decrease in the Transfer Prices of any of the Products is appropriate given such change. An adjustment to the Transfer Price of any Product shall be considered by the Parties only to the extent that any changes in Manufacturer’s direct costs relate to or affect the variable cost per unit of such Product. In addition, any increase in the Transfer Price of any Product proposed by Manufacturer
Transfer Prices. The purchase price (“Purchase Price”) for each Product purchased from Seller shall be a percentage of Purchaser’s Net Selling Price for such Product, as calculated on a monthly basis in the percentages set forth on Exhibit B. The Net Selling Price (“Net Selling Price”) for a Product shall be calculated by dividing the Net Sales for such Product (based upon the Products sold by Purchaser to customers during any particular calendar month), by the number of units of such Product so sold by Purchaser. The Purchaser shall within ten business (10) days after the end of each calendar month, provide to Seller actual, definitive Net Selling Price information for such month (“NSP Report”). The parties will reasonably cooperate with each other and share such information as is reasonably necessary to reconcile any differences between the last day of the month in a Calendar Quarter with the last day of the corresponding Gregorian calendar month. Such definitive Net Selling Price information shall contain reasonable details as to the calculation of the Net Selling Price. For the purpose of calculating Net Selling Price, Net Sales of Products sold by Purchaser or its Affiliates to a Wholesaler Affiliate shall be deemed to have been made at the higher of (i) the actual transfer price from Purchaser or its Affiliates to the Wholesaler Affiliate, or (ii) the average Net Sales price of such Product based on sales to Third Parties other than Wholesaler Affiliates during the month in which the sale was made.
Transfer Prices i. The transfer prices for Raw Materials for each Assay (“Transfer Price”) for the applicable Assay Initial Term will be as follows: * Transfer Prices are as FCA (Incoterms 2010), Vancouver, and do not include shipping costs or taxes, duties under China law and other China governmental charges. *The Transfer Price does include any royalty payable by Response to its licensors. The Transfer Price for Assay #1 should be minus [***]USD/Test when Response stops paying royalty ii. The Transfer Prices set forth above are based on JBT meeting the Estimated Minimum Purchase Amount for all 5 Assays for the first 5 years’ of the supply term as set forth on SCHEDULE A to this Binding Term Sheet (“Estimated Minimum Purchase Amount”).
