Cost Improvements. Promptly after a Product has been launched, LONZA will in good faith continuously seek to improve and reduce direct material costs, direct operating labor costs and indirect expenses attributable to the manufacture of the Product throughout the term of this Agreement and, at the request of MODERNA, provide MODERNA with written evidence demonstrating the efforts and activities undertaken by LONZA in furtherance thereof. LONZA and MODERNA agree to periodically, but not less than [***], review the cost of materials, labor, expenses and other matters that influence the price MODERNA pays for the Product and determine whether any price decreases may be appropriate. Upon the request of MODERNA, LONZA will provide to MODERNA reasonable evidence of any and all improvements as they are achieved and of the availability of any potential improvements hereunder. LONZA agrees to reflect and incorporate into this Agreement achieved price reductions realized by LONZA after the effective date of such price change. MODERNA and LONZA will set specific key performance indicators defining timing and percent reduction for the manufacture of the Product (“KPIs”) once a Product has been launched. KPIs may include, but are not limited to, manufacturing operations (including inventory reductions, process improvement, and lead-times), sourcing, international operations and logistics, and business practices. Progress of these goals will be reviewed periodically, but in any case no less than [***]. All savings achieved through these cost improvements by LONZA will be [***].
Cost Improvements. 17 6.04 Transfer........................................ 18 Section 7 Control and Rights of Parties 7.01 Independent Contractor Status................... 18 7.02 Employment of Workers by TDC.................... 19 Section 8 Insurance 8.01 General......................................... 19
Cost Improvements. TEREX, TDC and MANUFACTURER shall use their commercially reasonable efforts in the ordinary course of business to identify and implement productivity and other improvements to reduce TDC's cost of distribution of the Parts, including all Warehousing Services (as defined in Section 3 hereof), Computer Services (as defined in Section 4 hereof), Accounting Services (as defined in Section 5 hereof), and any additional services required by MANUFACTURER as provided under Section 6.01. Commencing January 1, 1997, TDC and MANUFACTURER shall share on a pro rata basis in any "Cost Savings" (as such term is defined below) achieved by TDC in the distribution of the Parts, with TDC to retain forty-six percent (46%) of the amount of the Cost Savings and fifty-four percent (54%) of the Cost Savings to be passed on to MANUFACTURER by means of a credit to the Base Fees payable by MANUFACTURER under Section 6.01. TDC shall calculate the amount of the Cost Savings on a quarterly basis, with any credit due to MANUFACTURER to be applied against the Base Fee due for the second month of the following quarter. For purposes of this Agreement, the term "Cost Savings" shall mean the net reduction to TDC in the full cost of distribution of the Parts, including the costs of all Warehousing Services, Computer Services, Accounting Services and any additional services provided under Section 6.01, calculated utilizing a consistent accounting procedure agreed upon by the parties. The parties shall mutually agree upon a method for calculating Cost Savings no later than ninety (90) days from the date hereof. MANUFACTURER or its designee shall have the right to audit all of TEREX's and TDC's books and records relating to the distribution of the Parts at TDC, upon ten (10) days advance written notice, for the purpose of confirming the extent of any Cost Savings achieved by TDC, provided MANUFACTURER shall not have the right to conduct such an audit more than twice in any 12-month period. In the event that MANUFACTURER or its designee should find that TDC has not complied with the terms of this Section 6.03, TDC shall promptly reimburse MANUFACTURER for the amount of any Cost Savings due to MANUFACTURER, with interest calculated at 10% per annum, from the date such Cost Savings would have been credited to the Base Fee in accordance with the terms of this Section 6.03. The auditing fees and expenses incurred by MANUFACTURER or its designee shall be borne by MANUFACTURER.
Cost Improvements. During the Term of this Agreement the Parties shall work together to develop reasonable and implementable cost reduction projects related to the Manufacture of any Contracted Product. The Parties shall allocate any resulting cost savings between themselves, in pro rata proportion to the financial investment made by each Party to recognize such cost improvements.
Cost Improvements. 17 6.04 Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 7 Control and Rights of Parties 7.01 Independent Contractor Status . . . . . . . . . . . . . . . . . . . 18 7.02 Employment of Workers by TDC . . . . . . . . . . . . . . . . . . . . 19 Section 8 Insurance 8.01 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Cost Improvements. TEREX, TDC and MANUFACTURER shall use their commercially reasonable efforts in the ordinary course of business to identify and implement productivity and other improvements to reduce TDC's cost of distribution of the Parts, including all Warehousing Services (as defined in Section 3 hereof), Computer Services (as defined in Section 4 hereof), Accounting Services (as defined in Section 5 hereof), and any additional services required by MANUFACTURER as provided under Section 6.01. Commencing January 1, 1997, TDC and MANUFACTURER shall share on a pro rata basis in any "Cost Savings" (as such term is defined below) achieved by TDC in the distribution of the Parts, with TDC to retain forty-six percent (46%) of the amount of the Cost Savings and fifty-four percent (54%) of the Cost Savings to be passed on to MANUFACTURER by means of a credit to the Base Fees payable by MANUFACTURER under Section 6.01. TDC shall calculate the amount of the Cost
