Formulated TIMERx Price definition

Formulated TIMERx Price means Penwest’s contract manufacturing cost (or, if made internally, its variable costs plus directly allocable (a) fixed and (b) manufacturing overhead costs relating to the manufacture or acquisition) of the Formulated TIMERx to be provided to Endo or its Affiliates or sublicensees hereunder, as shall be determined and adjusted no more often than annually plus the costs directly relating to the quality control testing referred to in Section 7.2 hereof plus the allocable indirect costs and fees referred to in the last two sentences of this Section 1.23; provided, however, that any amounts paid or payable by Penwest for third-party royalties (or for materials acquisition costs to the extent attributable to third-party intellectual properties and essentially equivalent to royalties) which are the responsibility of Penwest under Sections 9.5.1 or 9.5.2 hereof shall not be counted as part of the Formulated TIMERx Price. Costs and fees related to and arising out of patent enforcement litigation ensuing from a third party certifying against a Penwest Patent or a patent covering Penwest Product Technology held by Penwest and listed in the FDA’s “Orange Book” may (to the extent not reflected in the Certification Budget and the reconciliations under Section 3.7 hereof) be included, at the option of Penwest and without prejudice to its other rights, as part of the allocable indirect costs of the manufacture or acquisition of any Formulated TIMERx provided for use in the Product; to the extent that such costs and fees are not reimbursed by Endo to Penwest pursuant to Section 11.7. If any patent applications are filed or prosecuted by Penwest on Penwest Product Technology, as provided in Section 6.2 hereof, the reasonable costs thereof, and of the maintenance of any patents that issue there-from, shall (to the extent not reflected in the Certification Budget and the reconciliations under Section 3.7 hereof) be part of the allocable indirect costs of the manufacture or acquisition of any Formulated TIMERx provided for use in the Product that would be disclosed in whole or in part in such patent or patent application; to the extent that such costs and fees are not reimbursed by Endo to Penwest pursuant to Section 6.2. 2. Section 6.2 of the Agreement is amended by inserting the following to the end of such Section 6.2: The costs and fees incurred by or on behalf of Penwest relating to or in connection with any patent applications filed or prosecuted by Penwest on Penwes...
Formulated TIMERx Price means ********************************* ******************************************************************************* ************************************************************ to be provided to Endo or its Affiliates or sublicensees hereunder, as shall be determined and adjusted ********** ***********************; provided, however, that any amounts paid or payable by PPG for third-party royalties (or for materials acquisition costs to the extent attributable to third-party intellectual properties and essentially equivalent to royalties) which are the responsibility of PPG under Sections 9.5.1 or 9.5.2 ********************************* 44 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. ********************************. If any patent applications are filed or prosecuted by PPG on Joint Technology, as provided in Section 6.2, the reasonable costs thereof, and of the maintenance of any patents that issue therefrom, shall (to the extent not reflected in a Development Budget or a Certification Budget and the reconciliations under Sections 2.5 or 3.7) be part of the allocable indirect costs of the manufacture or acquisition of any Formulated TIMERx provided for use in a Designated Product that would be disclosed in whole or in part in such patent or patent application.
Formulated TIMERx Price means PPG's contract manufacturing cost ----------------------- or, if made internally, its variable costs plus directly allocable fixed costs relating to the manufacture or acquisition of the Formulated TIMERx to be provided to Endo or its Affiliates or sublicensees hereunder, as shall be determined and adjusted no more often than annually; provided, however, that any amounts paid or payable by PPG for third-party royalties (or for materials acquisition costs to the extent attributable to third-party intellectual properties and essentially equivalent to royalties) which are the responsibility of PPG under Sections 9.5.1 or 9.5.2 shall not be counted as part of the Formulated TIMERx Price. If any patent applications are filed or prosecuted by PPG on Joint Technology, as provided in Section 6.2, the reasonable costs thereof, and of the maintenance of any patents that issue therefrom, shall (to the extent not reflected in a Development Budget or a Certification Budget and the reconciliations under Sections 2.5 or 3.7) be part of the allocable indirect costs of the manufacture or acquisition of any Formulated TIMERx provided for use in a Designated Product that would be disclosed in whole or in part in such patent or patent application.

Examples of Formulated TIMERx Price in a sentence

  • The costs of such materials will be treated as among the parties' respective expenditures pursuant to the applicable Certification Budget, using for this purpose the Formulated TIMERx Price as to the TIMERx and the Oxymorphone Price as to the Oxymorphone.

  • The costs of such materials will be treated as among the parties' respective expenditures pursuant to the Development Budget, using for this purpose the Formulated TIMERx Price as to the TIMERx and the Oxymorphone Price as to the Oxymorphone.

  • The price for all Formulated TIMERx sold hereunder shall equal the Formulated TIMERx Price.

  • The costs incurred relating to such suit(s) shall be addressed in the definitions of Formulated TIMERx Price and Oxymorphone Price.

  • The costs of such materials will be treated as among the parties' respective expenditures pursuant to the Certification Budget, using for this purpose the Formulated TIMERx Price as to the TIMERx and the *** Price as to the ***.

  • The price for all Formulated TIMERx sold hereunder shall equal the applicable Formulated TIMERx Price, and shall be payable by Endo to PPG within forty-five (45) days after the shipping of the Formulated TIMERx to Endo.

Related to Formulated TIMERx Price

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