Pricing and Volume Commitments Sample Clauses

Pricing and Volume Commitments. The Company will work with the Foundation to develop (by the time of completion of Phase II clinical trials) and execute a manufacturing and supply plan that will enable to be met the reasonably expected demand in Developing Countries for any Products. The expected demand will be determined by the Foundation and the Company based upon review of the Foundation’s target markets for the applicable product and other relevant considerations, including cost-effectiveness. The price of the relevant Products in Developing Countries will be such that the Products are affordable to low income individuals in the Developing Countries, and in no case would the price charged by the Company to the relevant procurer or distributor of such products exceed Actual Production Costs plus [**]%. For clarity, the Company will in no event be required to offer the applicable Product to a procurer or distributor at a price that would be less than Actual Production Costs. The manufacturing and supply plan could involve the use of manufacturing partners and support from donors, and the specific level and allocation of funding responsibilities in such plan will be decided as mutually agreed in good faith in writing by the parties based on a fair allocation of the expected benefits between Developing Countries and developed countries. The Foundation will have the right to inspect the Company’s records to verify the Actual Production Costs. These commitments do not apply to sales of Products used outside of the Developing Countries.

Pricing and Volume Commitments. The Company will make available in Developing Countries all Products developed and commercialized pursuant to a Project (i) at or below the price set forth in the applicable TPP and (ii) in quantities meeting or exceeding those set forth in the applicable statement of work (or other applicable global access agreements between the Foundation and the Company), provided that if the Fully Loaded Costs exceed the price set forth in the applicable TPP then the Company will make such Product available at the Fully Loaded Costs, unless the parties mutually agree otherwise. If a Product is to be sold at Fully Loaded Costs in accordance with the foregoing provision, and the relevant buyer is an affiliate or any other related person (nahestehende Person) within the meaning of the German tax law of the Foundation, then the Company will make such Product available to such relevant buyer at Fully Loaded Costs plus an arm’s-length markup of up to 10% (as applicable), provided, however, that (x) the competent German tax office responsible for the taxation of the Company confirmed in a binding ruling (verbindliche Auskunft) pursuant to Sec. 89 para. 2 of the German Tax Code (Abgabenordnung) that a sale at Fully Loaded Costs without a profit markup would otherwise result in a hidden profit distribution (verdeckte Gewinnausschüttung) under German tax law and the Company and the Foundation have, in good faith, agreed on a then applicable profit ▇▇▇▇-up of up to 10% or (y) a respective markup is applied with the Foundation’s prior written consent. Due to [***], it is likely that [***].

Pricing and Volume Commitments. For purposes of this GACA, the terms of Section 3 (j)(i) are deleted in its entirety and replaced with the following:

Pricing and Volume Commitments. (i) The Company agrees to make available to Low Income People in Developing Countries any Products developed and commercialized pursuant to the HIV Viral Load Assay Development Project, HIV Viral Load Assay Launch Project, any Additional Assay Project, the Global Health Assay Development Project, and the Fast Labs Project (a) at or below the price set forth in the applicable TPP and (b) in quantities meeting or exceeding those set forth in the applicable SOW (or other applicable global access agreements between the Foundation and the Company). Additionally, other Products developed and distributed by the Company will be commercialized in Challenging Market Countries consistent with the maximum pricing and capacity reservation schedule included in Appendix E. In the event that the Foundation notifies the Company of the Foundation’s concerns that the affordability and availability intent of Global Access is being violated in a specific Challenging Market Country, the parties agree to work together in good faith to rectify the concern to the satisfaction of the Foundation. These commitments do not apply to sales of Products used outside of the Developing Countries. (ii) Third party manufacturing. If the Foundation reasonably determines that the Company is unlikely to achieve prices and volumes for the HIV Viral Load Assay or a Fast Labs Product that are within [***] of the applicable maximum price and minimum volume commitments and that a third-party manufacturer (“TPM”) would likely be able to meet such price and volume commitments, the Foundation will notify the Company of such determination and provide a summary of the reasons for such determination in reasonable detail. During the [***] period following delivery of such notice, the parties will engage in good-faith discussions regarding the Company’s ability to achieve the applicable price and volume commitments, its plan for doing so (if applicable) and (if applicable) the reasons why a TPM may not be able to achieve such applicable price and volume commitments either. If the parties are unable to come to an agreement regarding a plan for the Company to achieve the applicable price and volume commitments for the HIV Viral Load Assay or Fast Lab Product, in order to advance the Charitable Purpose the Company will license and transfer the necessary intellectual property and technology to such TPM (subject to such TPM entering into reasonable agreements with the Company regarding confidentiality and use of ...

Pricing and Volume Commitments. The Company and Exscientia agree that they will make all Antiviral Products available in Developing Countries (i) at a price [****] and (ii) in quantities meeting or exceeding those set forth in the applicable statement of work (or other applicable Global Access agreements between the Foundation and the Company and/or Exscientia). It is understood that no party will be expected to undertake sales of an Antiviral Product at a loss. Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Pricing and Volume Commitments. The Company and Exscientia agree that they will make all Antiviral Products available in Developing Countries (i) at a price [****] and (ii) in quantities meeting or exceeding those set forth in the applicable statement of work (or other applicable Global Access agreements between the Foundation and the Company and/or Exscientia). It is understood that no party will be expected to undertake sales of an Antiviral Product at a loss.