Common use of Pricing Basis Clause in Contracts

Pricing Basis. The Client acknowledges that the Fees in any Contract Year are quoted based upon the Minimum Run Quantity and estimated annual volume for the Drug Product specified in Schedule B or thereafter specified in the forecast provided pursuant to Section 4.2(b) for the Contract Year and is subject to change if the specified Minimum Run Quantity and estimated annual volume is not met. For greater certainty, if Patheon and the Client agree that the Minimum Run Quantity of the Drug Product shall be reduced whether as a result of a decrease in estimated annual volume or otherwise and, as a result of such reduction, Patheon’s Fees materially increase on a per unit basis, then subject to the limitation set forth in 4.2(a) above Patheon shall be entitled to an increase in the Fees by an amount sufficient to absorb such increase. In connection with a Fee adjustment pursuant to Section 4.2(a), Patheon shall deliver to the Client a revised Schedule B and a statement outlining the percentage increase in the PPI upon which such Fee adjustment is based. In connection with all Fee adjustment requests pursuant to this Section 4.2(b) and 4.2(c), Patheon shall deliver to the Client a revised Schedule B and such budgetary pricing information or other documentation reasonably sufficient to demonstrate that a Fee adjustment is justified, provided that Patheon shall have no obligation to provide any supporting documents to the extent such documents are subject to obligations of confidentiality between Patheon and its suppliers. From the date Patheon submits a written request for a price adjustment as per the terms described above, Patheon shall continue to perform the Manufacturing Services while the parties engage in negotiation of revised Fees. Once a price adjustment has been agreed upon such adjustment shall apply retroactively to the later of the first day of the relevant Contract Year or the date in which the written request is received by Client unless the Parties otherwise agree.

Pricing Basis. The Client Éclat acknowledges that the Fees Price in respect of a Product in any Contract Year are is quoted based upon the Minimum Run Quantity and estimated annual volume for the Drug Annual Volume per Product specified in Schedule B to a Product Agreement or thereafter specified in the forecast provided pursuant to clause (b) of this Section 4.2(b) 4.2 for the Contract Year and is subject to change if the specified Minimum Run Quantity and estimated annual volume changes or if the Annual Volume is not met. For greater certainty, if Patheon and the Client Éclat agree that the Minimum Run Quantity in respect of the Drug a Product shall be reduced whether as a result of a decrease in estimated annual volume or otherwise and, as a result of such reduction, Patheon’s Fees materially costs to perform the Manufacturing Services and acquire the Materials relating to such Product increase on a per unit basis, then subject to the limitation set forth in 4.2(a) above Patheon shall be entitled to an increase in the Fees Price in respect of such Product by an amount sufficient to absorb such increasethose increases. In connection with a Fee Price adjustment pursuant to clause (a) of this Section 4.2(a)4.2, Patheon shall deliver to Éclat on or about the Client a revised Schedule B and first quarter of each Year, a statement outlining the percentage increase in the PPI Consumer Price Index upon which such Fee price adjustment is based. The adjusted prices shall be effective as of January 1st of the same Year in which the adjustment is required. In connection with all Fee adjustment requests Price adjustments pursuant to clause (b) of this Section 4.2(b) and 4.2(c)4.2, Patheon shall deliver to Éclat by not later than the Client end of October a revised Schedule B to the Product Agreement in draft form and such budgetary pricing information or other documentation reasonably sufficient to demonstrate that a Fee Price adjustment is justified. Upon delivery of such required Price adjustment information pursuant to clause (b) herein, provided that each of Éclat and Patheon shall have no obligation forthwith use all reasonable efforts acting in good faith to provide any supporting documents agree on a revised Price for the Products and Schedule B to the extent such documents are subject Product Agreement shall be amended accordingly. Such revised Price shall be effective with respect to obligations any Product delivered after the end of confidentiality between Patheon and its suppliersthe then current Year. From the date Patheon submits In connection with, a written request for a price Price adjustment as per the terms described abovepursuant to clause (c) of this section 4.2, Patheon shall continue deliver to perform Éclat documentation demonstrating the Manufacturing Services while increase in the parties engage in negotiation of revised Fees. Once a price adjustment has been agreed upon such adjustment shall apply retroactively to the later of the first day of the relevant Contract Year or the date in which the written request is received by Client unless the Parties otherwise agreeComponent Cost.

Pricing Basis. The Client acknowledges that the Fees fee for Manufacturing Services in respect of a Product in any Contract Year are is quoted based upon the Minimum Run Quantity and estimated annual volume for the Drug Annual Volume per Product specified in Schedule B or thereafter specified in the forecast provided pursuant to clause (b) of this Section 4.2(b) 4.2 for the Contract Year and is subject to change if the specified Minimum Run Quantity and estimated annual volume changes or if the Annual Volume is not met. For greater certainty, if Patheon and the Client -9- <PAGE> agree that the Minimum Run Quantity in respect of the Drug a Product shall be reduced whether as a result of a decrease in estimated annual volume Annual Volume or otherwise and, as a result of such reduction, Patheon’s Fees materially 's fees for services relating to such Product increase on a per unit basis, then subject to the limitation set forth in 4.2(a) above Patheon shall be entitled to an increase in the Fees fee for Manufacturing Services in respect of such Product by an amount sufficient to absorb such increase. In connection with a Fee fee adjustment pursuant to clause (a) of this Section 4.2(a)4.2, Patheon shall deliver to the Client by not later than November 1st of each Year a revised Schedule B in draft form and a statement outlining the percentage increase in the PPI US Consumer Price Index for All Urban Consumers upon which such Fee fee adjustment is based. In connection with all Fee fee adjustment requests pursuant to clauses (b) and (c) of this Section 4.2(b) and 4.2(c)4.2, Patheon shall deliver to the Client by not later than November 1st of each Year a revised Schedule B in draft form and such budgetary pricing information or other documentation reasonably sufficient to demonstrate that a Fee fee adjustment is justified, provided that Patheon shall have no obligation to provide any supporting documents to the extent such documents are subject to obligations of confidentiality between by Patheon and to its suppliers. From Upon delivery of such a request, each of the date Patheon submits a written request for a price adjustment as per the terms described above, Client and Patheon shall continue forthwith use all reasonable efforts to perform agree on a revised fee for the Manufacturing Services while in respect of each affected Product and Schedule B shall be amended accordingly. Such revised fee shall be effective with respect to any Product delivered after the parties engage in negotiation of revised Fees. Once a price adjustment has been agreed upon such adjustment shall apply retroactively to the later end of the first day of the relevant Contract Year or the date in which the written request is received by Client unless the Parties otherwise agree.then current Year. 4.3

Pricing Basis. The Client acknowledges that the Fees fee for Manufacturing Services in respect of a Product in any Contract Year are is quoted based upon the Minimum Run Quantity and estimated annual volume for the Drug Annual Volume per Product specified in Schedule B or thereafter specified in the forecast provided pursuant to clause (b) of this Section 4.2(b) 4.2 for the Contract Year and is subject to change if the specified Minimum Run Quantity and estimated annual volume changes or if the Annual Volume is not met. For greater certainty, if Patheon and the Client agree that the Minimum Run Quantity in respect of the Drug a Product shall be reduced whether as a result of a decrease in estimated annual volume Annual Volume or otherwise and, as a result of such reduction, Patheon’s Fees materially 's fees for services relating to such Product increase on a per unit basis, then subject to the limitation set forth in 4.2(a) above Patheon shall be entitled to to, and shall notify Client in writing of, an increase in the Fees fee for Manufacturing Services in respect of such Product by an amount sufficient to absorb such increase. In connection with a Fee fee adjustment pursuant to clause (a) of this Section 4.2(a)4.2, Patheon shall deliver to the Client by not later than November 1st of each Year a revised Schedule B in draft form and a statement outlining the percentage increase in the PPI US Consumer Price Index for All Urban Consumers upon which such Fee fee adjustment is based. In connection with all Fee fee adjustment requests pursuant to clauses (b) and (c) of this Section 4.2(b) and 4.2(c)4.2, Patheon shall deliver to the Client by not later than November 1st of each Year a revised Schedule B in draft form and such budgetary pricing information or other documentation reasonably sufficient to demonstrate that a Fee fee adjustment is justified, provided that Patheon shall have no obligation to provide any supporting documents to the extent such documents are subject to obligations of confidentiality between by Patheon and to its suppliers. From Upon delivery of such a request, each of the date Patheon submits a written request for a price adjustment as per the terms described above, Client and Patheon shall continue forthwith use all reasonable efforts to perform agree on a revised fee for the Manufacturing Services while in respect of each affected Product and Schedule B shall be amended accordingly. Such revised fee shall be effective with respect to any Product delivered after the parties engage in negotiation of revised Fees. Once a price adjustment has been agreed upon such adjustment shall apply retroactively to the later end of the first day of the relevant Contract Year or the date in which the written request is received by Client unless the Parties otherwise agreethen current Year.

Pricing Basis. The Client acknowledges that the Fees Price in any Contract Year are is quoted based upon the Minimum Run Order Quantity and estimated annual volume for the Drug Product Annual Volume specified in Schedule B or thereafter specified in the forecast provided pursuant to Section 4.2(b) for the Contract Year and B. The Price is subject to change for the next Year if the specified Minimum Run Order Quantity and estimated annual volume is revised downward or if the Annual Volume is not metordered in a Year, unless otherwise agreed by the parties. For greater certainty, if Patheon and the Client agree that the Minimum Run Order Quantity of the Drug Product shall will be reduced or the Annual Volume will not be ordered in a Year whether as a result of a decrease in estimated annual Annual Volume or otherwise, except for decreases in volume or otherwise which result from Patheon’s failure to manufacture the Products in accordance with the provisions of this Agreement, and, as a result of such the reduction, Patheon’s Fees materially Patheon demonstrates to Client that its costs to perform the Manufacturing Services or to acquire the Materials for the Product will increase on a per unit basisbasis (including the amount of the increase), then subject to Patheon may increase the limitation set forth in 4.2(a) above Patheon shall be entitled to an increase in the Fees Price by an amount sufficient to absorb such increasethe documented increased costs. In connection with a Fee adjustment pursuant Patheon acknowledges that Annual Volume which exceeds the highest tier or the forecast provided in Section 5.1(a) may result in greater manufacturing efficiencies and, if these efficiencies are achieved, the fee for Manufacturing Services will be decreased to Section 4.2(a)reflect the greater efficiencies. On or about November 1st of each Year, Patheon shall deliver to the will give Client a revised Schedule B and a statement outlining setting forth the percentage increase information to be applied in calculating those adjustments, if any, for the PPI upon which such Fee adjustment next Year. Patheon will not be required to give information to Client that is based. In connection with all Fee adjustment requests pursuant to this Section 4.2(b) and 4.2(c), Patheon shall deliver to the Client a revised Schedule B and such budgetary pricing information or other documentation reasonably sufficient to demonstrate that a Fee adjustment is justified, provided that Patheon shall have no obligation to provide any supporting documents to the extent such documents are subject to obligations of confidentiality between Patheon and its suppliers. From suppliers but, at the date Patheon submits a written request for a price adjustment as per the terms described aboveof Client, Patheon shall continue will use commercially reasonable efforts to perform the Manufacturing Services while the parties engage in negotiation obtain consent of revised Feesits suppliers to disclose pricing information applicable to Client’s Products. Once a price adjustment has been agreed upon such adjustment shall apply retroactively to the later of the first day of the relevant Contract Year or the date in which the written request is received by Client unless the Parties otherwise agree[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Pricing Basis. The Client acknowledges that the Fees fee for Manufacturing Services in respect of a Product in any Contract Year are is quoted based upon the Minimum Run Quantity and estimated annual volume for the Drug Annual Volume per Product specified in Schedule B or thereafter specified in the forecast provided pursuant to clause (b) of this Section 4.2(b) 4.2 for the Contract Year and is subject to change if the specified Minimum Run Quantity and estimated annual volume changes or if the Annual Volume is not met. For greater certainty, if Patheon and the Client agree that the Minimum Run Quantity in respect of the Drug a Product shall be reduced whether as a result of a decrease in estimated annual volume Annual Volume or otherwise and, as a result of such reduction, Patheon’s Fees materially 's fees for services relating to such Product increase on a per unit basis, then subject to the limitation set forth in 4.2(a) above Patheon shall be entitled to an increase in the Fees fee for Manufacturing Services in respect of such Product by an amount sufficient to absorb such increase. In connection with a Fee fee adjustment pursuant to clause (a) of this Section 4.2(a)4.2, Patheon shall deliver to the Client by not later than November 1st of each Year a revised Schedule B in draft form and a statement outlining the percentage increase in the PPI US Consumer Price Index for All Urban Consumers upon which such Fee fee adjustment is based. In connection with all Fee fee adjustment requests pursuant to clauses (b) and (c) of this Section 4.2(b) and 4.2(c)4.2, Patheon shall deliver to the Client by not later than November 1st of each Year a revised Schedule B in draft form and such budgetary pricing information or other documentation reasonably sufficient to demonstrate that a Fee fee adjustment is justified, provided that Patheon shall have no obligation to provide any supporting documents to the extent such documents are subject to obligations of confidentiality between by Patheon and to its suppliers. From Upon delivery of such a request, each of the date Patheon submits a written request for a price adjustment as per the terms described above, Client and Patheon shall continue forthwith use all reasonable efforts to perform agree on a revised fee for the Manufacturing Services while in respect of each affected Product and Schedule B shall be amended accordingly. Such revised fee shall be effective with respect to any Product delivered after the parties engage in negotiation of revised Fees. Once a price adjustment has been agreed upon such adjustment shall apply retroactively to the later end of the first day of the relevant Contract Year or the date in which the written request is received by Client unless the Parties otherwise agreethen current Year.

Pricing Basis. The Client Customer acknowledges that the Fees Price in respect of a Product in any Contract Year are is quoted based upon the Minimum Run Quantity and estimated annual volume for the Drug minimum run quantity per Product specified in Schedule B or thereafter specified in the forecast provided pursuant to Section 4.2(b) for the Contract Year and is subject to change if the specified Minimum Run Quantity and estimated annual volume is not met. B. For greater certainty, if Patheon and the Client Customer agree that the Minimum Run Quantity minimum run quantity in respect of the Drug a Product shall be reduced whether as a result of a decrease in estimated annual volume or otherwise and, as a result of such reductionincreased, Patheon’s Fees materially 's costs to perform the Manufacturing Services and acquire the Materials relating to such Product increase or decrease on a per unit basis, then subject to the limitation set forth in 4.2(a) above Patheon Price shall be entitled to an increase in the Fees by an amount sufficient to absorb such increaseadjusted respectively. In connection with a Fee Price adjustment pursuant to clause (a) of this Section 4.2(a)4.2, Patheon shall deliver to Customer on or about the Client a revised Schedule B and final quarter of each Year, a statement outlining the percentage increase or decrease in the PPI official index of the industrial producer prices (manufacture of basic pharmaceutical products and pharmaceutical preparation) as determined by the Italian National Statistics Institute (ISTAT) upon which such Fee price adjustment is based. The adjusted prices shall be effective as of January 1st of the following [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. Year in which the adjustment is required. In connection with all Fee adjustment requests Price adjustments pursuant to clause (b) of this Section 4.2(b) and 4.2(c)4.2, Patheon shall deliver to Customer by not later than the Client end of November a revised Schedule B in draft form and such budgetary pricing information or other documentation reasonably sufficient to demonstrate that a Fee Price adjustment is justified, provided that Patheon shall have no obligation to provide any supporting documents to the extent such documents are subject to obligations of confidentiality between Patheon and its suppliers. From the date Patheon submits a written request for a price Upon delivery of such required Price adjustment as per the terms described abovedocumentation pursuant to clause (b) herein, each of Customer and Patheon shall continue forthwith use all reasonable efforts to perform agree on a revised Price for the Manufacturing Services while Products and Schedule B shall be amended accordingly. Such revised Price shall be effective with respect to any Product delivered after the parties engage in negotiation end of the then current Year. In the event that the Parties fail to reach an agreement on revised Fees. Once a price adjustment has been agreed upon such adjustment shall apply retroactively pricing, either Party may terminate this agreement subject to the later provisions of Article 8.2 with [ * ] notice, provided that during such additional period the first day of Price shall remain the relevant Contract Year or same as before the date in which the written request is received by Client unless the Parties otherwise agreerevision process.