Common use of Variable Costs Clause in Contracts

Variable Costs. The costs of Raw Materials and other consumables, disposables and reagents requited for conducting the process to manufacture such Product in accordance with the standards and obligations of this Agreement (for example but without limitation, culture media, chromatographic resins, membranes and filters) (together the “Variable Costs”) will be estimated by NOVASEP, as accurately as possible, in the applicable Work Plan. NOVASEP will use Reasonable Endeavours not to exceed the estimated Variable Costs per Work Plan. Where not included in the Price. NOVASEP will invoice CUSTOMER the actual and properly incurred Variable Costs incurred by NOVASEP in compliance with this Agreement with any overhead charges not to [**] of the Variable Cost paid by NOVASEP, and CUSTOMER will pay such invoice in accordance with the payment provisions in Section 9.1. in the event that actual and property incurred Variable Costs are likely to exceed the estimate set out in the relevant Work Plan, NOVASEP will notify CUSTOMER and obtain CUSTOMER’s prior written approval in advance of incurring such increased Variable Costs (and provided they will be reasonably and necessarily incurred) and will use its best endeavours to reduce the increase in Variable Costs. Provided CUSTOMER has approved such increased Variable Costs in advance, NOVASEP shall invoice CUSTOMER for these additional costs with any overhead charges not [**] the Variable Cost paid by NOVASEP. Should the Variable Costs borne by NOVASEP at the expiration or termination of the relevant Work Package or Work Plan be less than the amount invoiced, then the difference shall be refunded to CUSTOMER.