Prices and Payments Contract Clauses (100)

Prices and Payments. The price of Products to be sold to Paratek during the Term shall be based on the annual volume of each Product ordered by Paratek as set forth in Exhibit A attached hereto, subject to adjustment as set forth in Sections 2.8.1, 7.1, 8.2 and 8.3 (such price for a Product, the "Supply Price" for such Product). [* * *] The Supply Price per kilogram invoiced by CIPAN to Paratek for Minocycline during any rolling [* * *] shall be the [* * *]. The Supply Price for Minocycline shall comply with this Se...ction 8.1 as of the Effective Date. For the avoidance of doubt, the Supply and Quality Committee will not have any responsibilities relating to the Supply Price matters unless such responsibilities are expressly provided in clause (f) of Section 4.3 of this Agreement. 8.2Price Adjustments. 8.2.1Beginning prior to [* * *], the Supply Price for each Product for the next Calendar Year shall be adjusted by mutual agreement of the Parties on a yearly basis at least [* * *] prior to the beginning of such Calendar Year, such adjustment to reflect: [* * *]. CIPAN will permit Paratek to promptly review such portions of its internal records, books and any other materials that are necessary in order to substantiate CIPAN's proposed Supply Price for a Product or any adjustment to the Supply Price for a Product, such materials to be considered CIPAN's Confidential Information hereunder. For clarity, under this Section 8.2.1, Paratek shall have no right to review CIPAN's records regarding other activities or products that are not relevant to the proposed Supply Price for a Product or any adjustment thereto as set forth in this Section 8.2.1. 8.3[* * *] 8.4Payment. CIPAN shall invoice Paratek for Products on or after the Approval Date and shall only charge Paratek for Products that are shipped to Paratek or Paratek's designee pursuant to this Agreement. Paratek shall pay CIPAN for all supplied quantities of conforming Products within [* * *] from the date of invoice receipt; provided that, pending resolution regarding any disagreement between the Parties as to conformance of a Product to the requirements of this Agreement or the Quality Agreement, Paratek is not obligated for any payment with respect to any Product Paratek believes to be non-conforming. In this Agreement, unless expressly otherwise stated, all references to money or payments means US Dollars and all payments made hereunder shall be made in that currency. 8.5Taxes and Other Charges. All Product prices are inclusive of taxes, any shipping costs incurred through the point of delivery of such Product(s) and other charges. Paratek and CIPAN shall cooperate to eliminate or minimize the amount of any such taxes imposed on the transactions contemplated in this Agreement. Paratek is not responsible for any penalties or interest related to the failure of CIPAN to collect sales, use, VAT or similar taxes. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. View More

Prices and Payments. Forty Seven shall pay a non-refundable signature fee of [*] upon signing this Agreement ("Signature Fee"). In addition to the Signature Fee, Forty Seven shall pay Lonza an annual Suite Fee of [*]. Except as set forth under this Agreement, the Suite Fee is payable in full regardless of utilization by Forty Seven and the Suite Fee shall not be reduced or refunded if Forty Seven does not make full use of the Assigned Capacity. 8.2 Other Services. ln addition to Clause 8.1, pricing for the Services ...(other than the manufacture of Batches within the Assigned Capacity) provided by Lonza are set out in, and based on the assumptions and information set out in, the applicable Project Plan. In the event of changes to the Services based on Forty Seven's request which result in additional costs, the Parties shall execute a written amendment to this Agreement. 8.3 Raw Materials, Resins, Raw Materials Fees and Safety Stock. In addition to the Suite Fee in accordance with Clause 8.1, and the prices payable under Clause 8.2, Forty Seven shall pay for all Raw Materials, Resins, Safety Stock and the Raw Materials Fee. 8.4 Unless otherwise indicated in writing by Lonza, all Prices and charges are exclusive of value added tax (VAT) and of any other applicable taxes, levies, import, duties and fees of whatever nature imposed by or under the authority of any government or public authority and all such charges applicable to the Services (other than taxes on Lonza's income) shall be paid by Forty Seven. When sending payment to Lonza, the Forty Seven shall quote the relevant invoice number in its remittance advice. 8.5 Payment Terms. 8.5.1 Signature Fee and Suite Fee. The Signature Fee shall be immediately payable by the Forty Seven upon signing this Agreement. The Suite Fee shall be payable in [*] instalments each year, with the first payment due on [*] and the second payment due on [*] and thereafter payable [*] during the Term. Subject to clause 14, Forty Seven will pay the Suite Fee to Lonza for the Term of this Agreement. 8.5.2 Raw Materials and Raw Materials Fee. Lonza's Cost for Raw Materials and the Raw Materials Fee for each Batch shall be invoiced upon the Release of each such Batch. Lonza will provide a list of the Raw Materials and the unit price reflecting Lonza's Cost for each component of the Raw Materials (excluding any Lonza Intellectual Property). Resins shall be invoiced at Lonza's Cost for such Resins [*]. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 14 CONFIDENTIAL 8.5.3 All invoices are strictly net and payment must be made within [*] days of date of invoice. Payment shall be made without deduction, deferment, set-off, lien or counterclaim. 8.6 lf in default of payment of any undisputed invoice on the due date, interest shall accrue on any amount overdue at the lesser of (i) rate of [*] above the London Interbank Offered Rate (LIBOR) or (ii) the maximum rate allowable by applicable law, interest to accrue on a day to day basis until full payment; and Lonza shall, at its sole discretion, and without prejudice to any other of its accrued rights, be entitled to suspend the provision of the Services and or delivery of Product until all overdue amounts have been paid in full including interest for late payments. 8.6.1 Price adjustments. Not more than once per calendar year and with effect from [*], Lonza may adjust the Price for Services in accordance with [*] based upon any change in the index from the previous calendar year or increase the Price by [*], by providing Forty Seven [*] days prior written notice of such adjustment. The new Price reflecting such Price adjustment shall be effective for any Services and/or Batch for which the Commencement Date is on or after the effective date of Lonza's notice to Forty Seven of the Price adjustment. 8.6.2 ln addition to the above, the Price may be changed by Lonza not more than once per calendar year, upon prior written notice to Forty Seven (providing reasonable detail in support thereof), to reflect an increase of more than [*] (based on the initial Price or any previously amended Price) in Lonza's costs to manufacture the Product (other than any change in the cost of Raw Materials), including any change in an environmental, safety or regulatory standard that is outside of Lonza's control and substantially impacts Lonza's cost and ability to perform the Services. Notwithstanding the foregoing, in no event shall the Price be increased by more than [*] for the purposes of this clause 8.6.2 in any calendar year. View More

Prices and Payments. The Purchase Price for the Device is set forth in Exhibit C. 5.2 Payment for the Device. Payment related to the Device shall be made in full within [...***...] days of the date of SELLER's invoice, unless Purchaser disputes such invoice in good faith (in which case only the disputed portion of such invoice may be withheld and only until such dispute is resolved). SELLER shall date and send invoices for the Device upon shipment of the Device. 5.3 Taxes. The Purchase Price for the Device does not ...include any property, license, privilege, sales, service, use, excise, value added, gross receipts, or other like taxes. PURCHASER agrees to pay or reimburse SELLER for any such taxes that SELLER is required to pay or collect or that are required to be withheld. 5.4 Currency. All payments hereunder shall be made in United States Dollars (USD). 5.5 Interest. If PURCHASER fails to pay the full invoiced amount for the Device, or any part thereof, within [...***...] days after the due date, SELLER shall be entitled (without prejudice to any other right or remedy it may have whether under the terms of this Agreement or otherwise) to charge, in addition to any monies due hereunder, interest on the outstanding amount at the rate of [...***...]% per month or the highest applicable rate allowed by law, whichever is less, calculated on a daily basis from such due date until the date actual payment is made. 5.6 Price Revision Due to Changes in Device Specifications. 5.6.1 By PURCHASER. PURCHASER may request a change, in writing, to the Device Specifications, the manufacturing procedures or control procedures. SELLER will use commercially reasonable efforts to implement the change subject to pricing adjustments, which will be negotiated in good faith by SELLER and PURCHASER. 5.6.2 By SELLER. SELLER will notify PURCHASER in writing prior to implementing any change affecting the chemical, biological or physical aspects of the Device. SELLER will not make any changes to the Device Specifications without PURCHASER's prior written consent which shall not be unreasonably withheld or delayed. SELLER will implement the change subject to pricing adjustments, which will be negotiated in good faith by SELLER and PURCHASER. 5.6.3 By Regulatory Authorities. In the event of changes required by cGMP's or other applicable laws or regulations, or in the requirements for the Device, whether written or un-written, by the Regulatory Authorities, SELLER shall have the right to adjust the Purchase Price, such adjustment being negotiated in good faith by SELLER and PURCHASER. ***Confidential Treatment Requested 10 6. REGULATORY RESPONSIBILITY 6.1 Regulatory Responsibility. SELLER shall be responsible, at its sole expense, for complying with applicable regulatory requirements relating to the development, qualification and manufacture of the Device as applicable in SELLER' s facilities where the Device is developed, designed, manufactured and, shall use commercially reasonable efforts to perform all of its responsibilities and obligations, including applicable design, development, manufacture, testing, quality control and documentation activities relating to the Device under or contemplated by this Agreement substantially in accordance with all relevant quality standards that must be met to secure regulatory approval worldwide. PURCHASER shall be responsible, at its sole expense, for complying with all other applicable regulatory requirements relating to its use, promotion, sale and resale of the Finished Product. 6.2 Import and Export Laws. PURCHASER shall comply, at its sole expense, with all export and import regulations and laws necessary to export and import components of the Device to and from PURCHASER's premises, including without limitation, procuring and maintaining all import and export licenses necessary to ship from the point of manufacture to PURCHASER's premises in accordance herewith and the payment of all duties, tariffs, surcharges and other customs and other governmental fees levied in connection with the exportation and importation of components of the Device from SELLER to PURCHASER's premises, or such other location as designated by PURCHASER. View More

Prices and Payments. The initial price for the Naltrexone Hydrochloride to be purchased by OREXIGEN hereunder is [***], as it may be adjusted in accordance with this Section 5 (the "Price"). 5.2. The Price shall remain fixed for [***]. 5.3. In addition to the Price adjustments that may be made in accordance with Section 2.2 above, MALLINCKRODT shall be entitled to adjust the Price at any time during the Term (to take effect for Purchase Orders accepted after the date of such adjustment) by giving [***] prior written... notice to OREXIGEN solely to take into account any documented and verifiable increases or decreases in the costs of manufacturing Naltrexone Hydrochloride resulting from changes in MALLINCKRODT's manufacturing processes in response to any [***], other than as a result of [***] ("Regulatory Price Change"). In the event of a Regulatory Price Change, the Price shall be increased by an amount equal to the documented incremental cost increase directly associated with the Regulatory Price Change. Notwithstanding any other provision hereof, any Price adjustment pursuant to Section 2.2 or this Section 5.3 shall be implemented in such a manner as to ensure that no element of cost increase or decrease is being duplicated in calculating the Price to be charged. 5.4. MALLINCKRODT agrees to keep complete and accurate books and records with respect to costs of commercial manufacture of Naltrexone Hydrochloride for a minimum period of [***] after the calendar year in which they are prepared, or for such longer period as may be required by applicable law. 5.5. MALLINCKRODT shall issue invoices to OREXIGEN at the time of shipment of any Naltrexone Hydrochloride. Each invoice shall set forth the applicable Price and all Confidential *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 6 freight charges for the shipment properly determined in accordance with the provisions of this Agreement. Payment of the invoice by OREXIGEN shall be within [***] following [***], subject to any amounts disputed in good faith by OREXIGEN. Payment shall be subject to the inspection and acceptance procedures set forth in Section 6. All invoices and payments shall be in U.S. Dollars. View More

Prices and Payments. Pricing for the Product shall be as set forth in each Statement of Work; provided that such pricing shall not exceed the pricing for Product set forth in Exhibit J except to the extent that the Manufacturing Standards as of the Effective Date for Product ordered are materially modified pursuant to the Change Management provisions set forth in the Quality Agreement; provided that any increase in pricing shall be proportionate to the increase in Agilent's costs to manufacture Product based on such... modified Manufacturing Standards. 6.2 Payment. Agilent shall invoice Customer at the time of, as applicable, shipment of the Product in accordance with this Agreement or completion of the Manufacturing Services, unless otherwise agreed to by the Parties in a Statement of Work. Payment of an invoice for Product is due [**] days from the date of Customer's receipt of invoice. 6.3 Taxes. Prices are exclusive of any sales, use, service, value added or other taxes. Any tax, duty, custom, insurance or other fee of any nature imposed on Product or services by any federal, state, local or foreign governmental authority shall be paid by Customer. If Agilent is required to pay any such tax or fee, Customer will reimburse Agilent promptly upon invoice by Agilent. If Customer claims exemption from any taxes, Customer will provide Agilent with an appropriate exemption certificate for the delivery jurisdiction. 6.4 Remedies. Agilent may temporarily discontinue its performance of the manufacture and supply obligations under this Agreement if Customer fails to pay any sum when due and Customer has not cured such failure within [**] business days after receipt of written notice from Agilent identifying such failure. View More