Cost of Material Sample Clauses

Cost of Material. If Roche exercises its Product Option, Roche may require Pozen to assign to Roche any Third Party manufacturing contracts under which, absent Roche's option exercise, the Third Party would have supplied to Pozen all or a part of Pozen's requirements for Compound and for a Product. If Pozen itself has developed capabilities for manufacturing all or part of its anticipated requirements of Compound or of the Product, then Roche, upon exercise of its Phase III Product Option, may require Pozen to provide Compound and Product to Roche (i) for a reasonable period of time to allow Roche to obtain alternative manufacturing capability, but not more than three (3) years after Roche's first launch of a Product in a Major Country, and (ii) to the extent of Pozen's then available capacity for manufacturing Compound or the Product, provided that in no event will Pozen be required to increase its then available capacity to meet Roche supply requirements. Pozen shall provide Product to Roche at ***** percent (**%) of Pozen's Standard Manufacturing Cost for Product, such Standard Manufacturing Cost to be determined by Pozen on an annual basis. Such Standard Manufacturing Cost for Product will consider yields, success factors (failures) and other pertinent data. In any case, yield losses and failures which go beyond what was reasonably expected and included in the calculation of the standard cost shall remain the sole costs of Pozen. Pozen, at its own expense, agrees to instruct its independent accounting firm to verify to Roche the reasonableness of Pozen's determination of its Standard Manufacturing Cost. Notwithstanding the preceding, if after reviewing the information received from Pozen, Roche believes that an additional audit is appropriate to deal with an apparent unreasonableness, Roche shall have the right, by any independent public accountant or audit specialty firm reasonably acceptable to Pozen, employed by Roche and at Roche's own expense, to interview knowledgeable employees of Pozen and to examine and make notes of pertinent books and records of Pozen in order to deal with that unreasonableness. Pozen shall not unreasonably withhold acceptance of an independent certified public accountant appointed by Roche. In the event that Pozen's Standard Manufacturing Costs must be adjusted downward in order to be reasonable, such adjustments shall be settled within thirty (30) days from the determination that the Standard Manufacturing Costs were not reasonable. If Poze...
Sample 1
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Cost of Material. Due to increase / Decrees in the cost of material over / below 5% of the prevailing cost, shall be increased / decreased. The price of the basic material are as under :- Cement :- Steel :- Grit :- Sand :-
Sample 1
Cost of Material. Material that is purchased shall be charged to the Total Cost, after deduction of all discounts and reductions owed or received; however, it will include particularly, transportation and insurance costs and all other costs concerning the said purchase. The material supplied by Operator and/or its Affiliates or by one of the Parties and/or Affiliates shall in any case be charged at its Total Cost as provided for in the paragraph above.
Sample 1

Related to Cost of Material

  • Review of Materials During the term of this Agreement, Client shall ensure that all prospectuses, statements of additional information, registration statements, proxy statements, reports to shareholders, advertising and sales literature or other materials prepared for distribution to Fund shareholders or the public, which refer to the Subadviser in any way, prepared by employees or agents of Client or its affiliates are consistent with information previously provided by Subadviser. Subadviser shall promptly notify the Client of any changes to information pertaining to the Subadviser and stated in the materials described in this Section 6(g).

  • Supply of Materials The following materials will be supplied by the department Name of Materials Rate. Place of delivery 1.

  • Quality of Materials and Workmanship Unless otherwise specified, all materials shall be new, and both workmanship and materials shall be of good quality. The Contractor shall, if required, furnish satisfactory evidence as to the kind and quality of materials and work. The burden of proof is on the Contractor.

  • Return of Material Upon the termination of the Executive's employment under this Agreement, the Executive will promptly return to the Company all copies of information protected by Paragraph 11(a) hereof which are in his possession, custody or control, whether prepared by him or others, and the Executive agrees that he shall not retain any of same.

  • Raw Materials Lonza shall procure all required Raw Materials as well as consumables other than those Raw Materials that are Customer Materials. Customer shall be responsible for payment for all consumables and Raw Materials ordered or irrevocably committed to be procured by Lonza hereunder. Upon cancellation of any Batch or termination of the Agreement, all unused Raw Materials shall be paid for by Customer within [***] days of invoice and at Customer’s option will either be (a) held by Lonza for future use for the production of Product, (b) delivered to Customer, or (c) disposed of by Lonza.

  • Removal of Materials If you decide you would like to remove your Materials from the Service, you may provide written notice to Prime Publishing by either deleting the image through the Prime Publishing interface or by contacting Prime Publishing customer service, and Prime Publishing will remove such Materials from the Service within a reasonable period of time. 5) License for Name, Trademarks and Likenesses. You hereby grant to Prime Publishing, its Affiliates and sublicensees a nonexclusive, worldwide, royalty-free license to use all trademarks, trade names, and the names and likenesses of any individuals that appear in the Materials. You grant Prime Publishing, its Affiliates and sublicensees the right to use the name that you submit in connection with the Materials. 6) Specifications and Guidelines. You agree to submit Materials to us in accordance with all guidelines for use of the Service posted on the Prime Publishing web site or of which you are otherwise notified ("Guidelines"), as these Guidelines may be changed in the future. 7)

  • API If the Software offers integration capabilities via an API, your use of the API may be subject to additional costs or Sage specific policies and terms and conditions (which shall prevail in relation to your use of the API). You may not access or use the API in any way that could cause damage to us or the Software, or in contravention of any applicable laws. We reserve the right in our sole discretion, to: (i) update any API from time to time; (ii) place limitations around your use of any API; and (iii) deny you access to any API in the event of misuse by you or to otherwise protect our legitimate interests.

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract.

  • Storage of Materials Borrower shall cause all materials supplied for or intended to be utilized in the construction of the Improvements but not affixed to or incorporated into the Property to be stored on the Property or at such other location as may be approved by Lender in writing, with adequate safeguards to prevent loss, theft, damage or commingling with other materials not intended to be utilized in the construction of the Improvements.

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

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