Common use of API Price Clause in Contracts

API Price. The price for API (the “API Price”) shall be as set forth in this Section 4.1(d). (i) The API Price for the Technical Batches and Registration/Stability Batches shall be [***]. (ii) The API Price for the Commercial Validation Batches shall be [***]. (iii) The API Price for the Initial Minimum Purchase Requirement shall be [***]. (iv) The API Price for Second Minimum Purchase Requirement, Third Minimum Purchase Requirement, Fourth Minimum Purchase Requirement and additional quantities of API purchase by Amarin after the purchase of the Minimum Purchase Requirements (“Commercial API”) shall be $[***], as adjusted from time to time in accordance with Section 4.1(d)(vi). (v) Prior to the end of each [***], the Parties will meet to (A) discuss Amarin’s projected, non-binding demand forecast requirements for the next [***], and (B) [***], consistent with the API Price adjustment mechanism set forth in Section 4.1(d)(vi). (vi) From time to time, but in no event more than [***] during a [***] (including any adjustment made in accordance with Section 4.1(d)(v), above), the API Price for the Second Minimum Purchase Requirement, the Third Minimum Purchase Requirement, the Fourth Minimum Purchase Requirement and future Commercial API shall be adjusted by changes in the prices payable by Equateq for [***]. API Price adjustments made pursuant to this Section 4.1(d)(vi) shall be calculated using the methodology in substantially the same form as set forth in Schedule 4.1(d)(vi) attached hereto (the “API Price Adjustment Methodology”). A duly authorised officer of Equateq shall provide Amarin with a written certification of any proposed adjustment and, if requested by Amarin, Equateq shall also provide written verification from its auditors of that certification. Subject to the [***] per [***] limitation, either Party may request in writing the application of the foregoing API Price adjustment to the then-current API Price. The API Price, as adjusted, will become effective for all purchases made during and after the [***] immediately following the [***] that such adjustment was determined. For the avoidance of doubt, this Section 4.1(d)(vi) does not apply to the API Price for the Initial Minimum Purchase Requirement. (vii) Amarin will have the right, during regular business hours and upon reasonable advance notice, to have such books and records of Equateq which document any API Price adjustment described in (vi) above, audited by an independent auditor reasonably acceptable to both parties no more than [***] time per [***] so as to verify such API Price adjustment provided that such auditor shall only be required (and permitted) to disclose whether the API Price adjustment described in (vi) above is correct and consistent with the API Price Adjustment Methodology, and if it is not correct the amount that such auditor determines is the correct API Price adjustment by reference to (vi) above. Such audit may cover the [***] preceding the date of the request for such audit and may not cover any other [***]; provided, however that Amarin may exercise its audit right in respect of a given [***]. Such audit right shall continue for [***]. The auditor will undertake pursuant to terms reasonably acceptable to Equateq to keep confidential any information obtained during such audit. The cost of such audit will be borne by Amarin; however, if as a result of such audit, it is determined that the API Price paid by Amarin during the audited period is greater than or equal to [***] more than the amount it should have paid during the audited period, the reasonable cost of the audit will be borne by Equateq. Within [***] after both Parties have received a copy of an audit report, Equateq or Amarin, as appropriate, will compensate the other Party for payment errors or omissions revealed by the audit.