Unit Transfer Price definition

Unit Transfer Price means the transfer prices set in accordance with Section 6.1. Any reference in this Agreement to "writing" or cognate expressions includes a reference to electronic or facsimile transmission or comparable means of communications. Any reference in this Agreement to any Applicable Law shall be construed as a reference to the relevant Applicable Law (including any successor provisions) as amended, re-enacted or extended at the time in question.
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Unit Transfer Price shall have the meaning set forth in Section 10.2 hereof.
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Unit Transfer Price of a unit of Product means *** percent (***%) of actual out-of-pocket costs that are incurred by Serenity in the manufacture of such Product (determined in good faith and in accordance with GAAP) of such Product meeting the Specifications supplied to Allergan, its Affiliates or Sublicensees, to the extent directly attributable and allocable to the manufacture and supply of such Product, which costs shall include the actual charges from Third Parties for manufacturing, FDA establishment fee, packaging, freight, insurance, exporting the Product, Product quality assurance/control costs, the cost of materials, the cost of ***, stability, in process and release specification testing, validation, and all other testing required to meet Specifications, and all other amounts invoiced by Third Parties, such as DPT, associated with the manufacture of such Product. No internal Serenity costs, including without limitation any FTE costs, overhead or general and administrative costs, idle or excess capacity, the cost of capital expenditures (including without limitation depreciation), or other direct or indirect costs of Serenity, will be included in the Unit Transfer Price. Notwithstanding anything to the contrary in this Agreement the Unit Transfer Price paid by Allergan to Serenity for a Product at any time prior to the *** anniversary of the First Commercial Sale of the Product for the Nocturia Indication shall not be greater than the price applicable Unit Transfer Price cap (based on volume of Product ordered per year) set forth in Exhibit 4.10(i). For clarity, in the event any validation batches of Product meet the applicable Specifications suitable for Commercialization of such Product, Serenity may supply such Product to Allergan in consideration for the Unit Transfer Price for such Product.
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Examples of Unit Transfer Price in a sentence

  • Manufacturer shall invoice Purchaser for the applicable Unit Transfer Price promptly following shipment of Products by Manufacturer.

  • Exhibit B attached hereto sets forth examples of Unit Transfer Price calculations.

  • Any director may, in writing, waive notice of any meeting of the board, either before or after the meeting.

  • If the Work Request results in a change in the Unit Transfer Price, once the change has been implemented, all subsequent invoices issued by KMC will reflect the amended Unit Transfer Price.

  • The unaudited interim financial statements reflect all normal adjustments which in the opinion of management are necessary for a fair statement of the results for the periods presented.

  • Unit Transfer Price Cap During *** after First Commercial Sale Tiered Costs based on Volume of Units Ordered for *** after First Commercial Sale Tier 1 Tier 2 Tier 3 Tier 4 U.S. Vol (‘000s) per year *** *** *** *** Unit Transfer Price Cap *** *** *** *** The Unit Transfer Price Cap for each of the tiers for the *** after First Commercial Sale will be adjusted based on annual adjustments for inflation, if any, of the prices paid by Serenity to DPT under the DPT Commercial Supply Agreement.

  • The parties acknowledge and agree that the Unit Transfer Price takes into account the cost of labor for the continuous production of units of the Instrument at a minimum consecutive monthly run-rate of [***] ([***]) units per month.

  • Supplier shall invoice Purchaser for the applicable Unit Transfer Price promptly following shipment of Products by Supplier.

  • In the event the cost of raw materials decreases for any reason, the then Unit Transfer Price shall be decreased by KMC by an amount equal to [***] ([***]) of the reduction in the cost of raw materials.

  • After the purchaser of such tooling fully recoups the cost of such tooling, the then Unit Transfer Price shall be decreased by KMC by an amount equal to [***] ([***]) of the reduction in KMC’s cost of production.


More Definitions of Unit Transfer Price

Unit Transfer Price shall have the meaning set forth in Section 9.1 hereof.
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Related to Unit Transfer Price

  • Transfer Price has the meaning set forth in Section 2.01.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Per Unit Purchase Price equals $2.125, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Sale Share means a Share which is sold or disposed of in accordance with this Schedule.

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Offer Price has the meaning set forth in the Recitals.

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • IPO Price means the initial public offering price of a REIT Share in the IPO.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • Common Unit Price has the meaning specified in Section 2.1(b).

  • Membership Unit means a Membership Common Unit, a Company Preferred Unit, a Company Junior Unit or any other fractional share of the Membership Interests that the Managing Member has authorized pursuant to Section 4.1 or Section 4.2 hereof.

  • Final Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.