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.

  • If such negotiations shall fail to result in an agreement within thirty (30) days, the Parties shall each submit their Unit Transfer Price proposals to the Chief Executive Officers (or equivalent officer) of the Parties to attempt to resolve their differences.

  • The Unit Transfer Price for any purchase order that includes the [**] units of the Initial Term, and for purchase orders to be provided during any Extension Term, shall be negotiated in good faith between the parties.

  • If the Work Request results in a change in the Unit Transfer Price, once the change has been implemented, the change in Unit Transfer Price will be reflected by amendment to the applicable NX purchase orders and all subsequent invoices issued by KMC will reflect the amended Unit Transfer Price.

  • Any amounts paid by TherOx for materials under this Subsection 11.1(c) shall be credited against the Unit Transfer Price of the Clinical Instruments or Instruments containing such materials to be delivered to TherOx, on a pro rata basis.

  • A Work Request will state the reason or basis of the request, an estimate of the anticipated costs associated with such changes or additions and an estimate of the impact on the schedule and the Unit Transfer Price.

  • The relevant Hardware Unit Transfer Price for each Hardware Unit, and the relevant Disposables Transfer Price for each Disposable, for which an order by BSC is accepted by the Company hereunder during [ ** ] during the term hereof, will be the relevant Hardware Unit Transfer Price or Disposables Transfer Price, as the case may, used for and in the immediately preceding [ ** ].

  • 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 increases for any reason, including as a result of a delay or interruption in KMC’s production activities, due to TherOx’s decision, action or omission or a change of vendor pursuant to Section 13.1 hereof, the then Unit Transfer Price shall be increased to reflect such increase in material cost.

  • To the extent less than such agreed upon units of the Instrument are produced or such minimum run-rate is interrupted due to TherOx’s decision, action or omission, the then Unit Transfer Price shall be adjusted by KMC to reflect the negative impact on the labor costs caused by such change.


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).