Common use of Transfer Prices Clause in Contracts

Transfer Prices. 3.5.1 The initial transfer price for each NeuroStar Starter Package shall be [*] (the “Initial Transfer Price”) [*] (the “Fixed Transfer Price Period”). 3.5.2 The transfer price of the SenStar Treatment Link will be Sixty Dollars ($60) per one SenStar Treatment Link unit until Company [*] in accordance with Distributor’s reasonable requirements and Company [*]. If Company does not obtain a Reimbursement Approval in the Territory that [*] within [*], then Company and Distributor shall discuss an adjustment in the transfer price of SenStar Treatment Links in good faith. Upon agreeing to an adjustment in the transfer price of SenStar Treatment Links, the Parties shall amend Schedule J to set forth the new agreed upon transfer price for SenStar Treatment Links. 3.5.3 Until Reimbursement Approval that includes [*] is obtained in the Territory, the transfer price for orders of [*] will be [*] during [*] and thereafter will be [*]. 3.5.4 Distributor must separately order NeuroStar Treatment Packs as needed from Company. 3.5.5 The transfer price for orders of NSTS placed after the date of the Reimbursement Approval will be determined as set forth in Schedule J for the Fixed Transfer Price Period; provided, however, that if during the Fixed Transfer Price Period the Reimbursement Rate changes, then the NSTS transfer price for orders placed after the Reimbursement Rate change will be determined in accordance with Schedule J based on the new Reimbursement Rate. 3.5.6 The transfer price for orders of all Products set forth on Schedule O but not set pursuant to Sections 3.5.1 through 3.5.5 will be as set forth on Schedule O and fixed for the Fixed Transfer Price Period. 3.5.7 [*] prior to the end of the Fixed Transfer Price Period, Company and Distributor shall, through the Steering Committee, meet to discuss in good faith changes to the transfer prices for the NeuroStar Starter Package and all other Products based on all relevant factors. All new transfer prices for such Products agreed to by Company and Distributor shall apply for a period of [*]. [*] the Steering Committee shall meet and discuss in good faith changes to such transfer prices based on the factors set forth in the preceding sentence. If the Steering Committee and the escalation process does not result in mutually agreed revised transfer prices as contemplated by this Section by [*] prior to the end of the Fixed Transfer Price Period or then-current [*], then the transfer prices shall be increased by [*] [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.5.8 Company shall notify Distributor when Company commences development of a Product that incorporates major improvements in functionality over the then-current version of the Product and provide periodic status reports regarding the development of such Product to Distributor. Prior to any sale of any Product in the Territory that incorporates major improvements in functionality over the then current version of the Product, the Parties shall meet and discuss in good faith an adjustment to the transfer price for such Product.

Transfer Prices. 3.5.1 The initial transfer price for each NeuroStar Starter Package shall be [*] (the “Initial Transfer Price”) [*] (the “Fixed Transfer Price Period”). 3.5.2 The transfer price of the SenStar Treatment Link will be Sixty Dollars ($60) per one SenStar Treatment Link unit until Company [*] in accordance with Distributor’s reasonable requirements and Company [*]. If Company does not obtain a Reimbursement Approval in the Territory that [*] within 3.5.3 [*], then Company and Distributor shall discuss an adjustment in the transfer price of SenStar Treatment Links in good faith. Upon agreeing to an adjustment in the transfer price of SenStar Treatment Links, the Parties shall amend Schedule J to set forth the new agreed upon transfer price for SenStar Treatment Links. 3.5.3 Until Reimbursement Approval that includes [*] is obtained in the Territory, the transfer price for orders of [*] will be [*] during [*] and thereafter will be [*]. 3.5.4 Distributor must separately order NeuroStar Treatment Packs as needed from Company. 3.5.5 The transfer price for orders of NSTS placed after the date of the Reimbursement Approval will be determined as set forth in Schedule J for the Fixed Transfer Price Period; provided, however, that if during the Fixed Transfer Price Period the Reimbursement Rate changes, then the NSTS transfer price for orders placed after the Reimbursement Rate change will be determined in accordance with Schedule J based on the new Reimbursement Rate. 3.5.6 The transfer price for orders of all Products set forth on Schedule O but not set pursuant to Sections 3.5.1 through 3.5.5 will be as set forth on Schedule O and fixed for the Fixed Transfer Price Period. 3.5.7 [*] prior to the end of the Fixed Transfer Price Period, Company and Distributor shall, through the Steering Committee, meet to discuss in good faith changes to the transfer prices for the NeuroStar Starter Package and all other Products based on all relevant factors. All new transfer prices for such Products agreed to by Company and Distributor shall apply for a period of [*]. [*] the Steering Committee shall meet and discuss in good faith changes to such transfer prices based on the factors set forth in the preceding sentence. If the Steering Committee and the escalation process does not result in mutually agreed revised transfer prices as contemplated by this Section by [*] prior to the end of the Fixed Transfer Price Period or then-current [*], then the transfer prices shall be increased by [*] [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended]. 3.5.8 Company shall notify Distributor when Company commences development of a Product that incorporates major improvements in functionality over the then-current version of the Product and provide periodic status reports regarding the development of such Product to Distributor. Prior to any sale of any Product in the Territory that incorporates major improvements in functionality over the then current version of the Product, the Parties shall meet and discuss in good faith an adjustment to the transfer price for such Product.