Common use of Transfer Prices Clause in Contracts

Transfer Prices. The Transfer Price for a particular shipment of API that is manufactured and supplied to Cempra by FFFC under this Agreement shall be equal to the total number of kilograms in such shipment, multiplied by the per-kilogram Transfer Price as set forth in the transfer price schedule and further otherwise determined as set forth on Exhibit J. Without any delay after the end of each Month Period, FFFC shall send Cempra a written report stating the Forecast-Based Price for such Month Period (or, if adjusted by mutual agreement of the Parties as contemplated by Exhibit J, the applicable Forecast-Based Prices for such Month Period and the volumes of API to which such Forecast-Based Prices applied) and the Final Price for such Month Period, and including a detailed calculation thereof. If the total amount that would have been owed or paid to FFFC for all API delivered during a particular Month Period meeting the API Specifications and accepted by Cempra in accordance with this Agreement (such Month Period’s “Accepted API”) had the Final Price been applicable thereto exceeds the total amount owed or paid to FFFC for all of such Month Period’s Accepted API based on the applicable Forecast-Based Price(s) therefor, then FFFC shall send Cempra an invoice for the amount of such excess and, within [*] days following Cempra’s receipt of such invoice, Cempra shall pay FFFC an amount equal to such excess. If the total amount owed or paid to FFFC for all of a particular Month Period’s Accepted API based on the applicable Forecast-Based Price(s) therefor exceeds the total amount that would have been owed or paid to FFFC for all of such Month Period’s Accepted API had the Final Price been applicable thereto, then FFFC shall pay Cempra an amount, or credit Cempra an amount against outstanding invoices or future amounts due under this Agreement, as elected in writing by Cempra in its sole discretion (with such payment to be made within [*] days, and such credit to become immediately effective, following such election by Cempra), equal to, in either case, such excess.