Certain Interim Adjustments Sample Clauses

Certain Interim Adjustments. In any event, by the tenth (10th) --------------------------- day of each April, July, October and January during the Term of this Agreement (other than October 10, 1997), Supplier shall deliver to GWI Supplier's good- faith estimate of the aggregate amount paid by Supplier to purchase Designated Materials purchased for Products shipped under the terms of this Agreement during that calendar year (or, in the case of January, the immediately preceding calendar year) through the end of the immediately preceding calendar quarter. In the event that such estimate less any payments under this Section made through such date varies from the amount calculated by multiplying [*] costs for the Designated Materials as provided in Schedule 5.2(c) attached hereto and --------------- incorporated herein by reference by the volume of the Designated Materials purchased for Products shipped by Supplier for the time period in question by an amount greater than [*] then Supplier shall, as the case may be, either deliver an invoice to GWI for the shortfall, payable within [*] receipt by GWI, or provide GWI with one or more credits in the aggregate amount of the overpayment on Supplier's next invoices for Products until fully recovered. The amount of any credits not applied against invoices to GWI as of the Termination Date shall be paid by Supplier to GWI within [*] the Termination Date. In this Section 5.2(c), "Materials purchased for Products shipped" shall include the Designated Materials purchased for Primary Products and Secondary/Steriles Products, including without limitation, Replenishment [*] = 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. Production, that were shipped and invoiced to GWI during the applicable period. Notwithstanding the foregoing, Supplier shall bear certain increases in the Designated Materials costs as provided in Section 7.1(h) below.