Common use of Purchase Prices Clause in Contracts

Purchase Prices. The prices of CDIC Products and ECG Devices to be purchased by Philips and CDIC, respectively, hereunder (the “Purchase Prices”) which are ordered during the term of the Agreement shall be as set forth in Exhibit A (Products and Purchase Prices) and Exhibit F (Other Pricing). Exhibit A reflects that the OEM transfer price paid to CDIC by Philips for the CDIC ICG Module Kit [CONFIDENTIAL TREATMENT REQUESTED] of CDIC and Philips for all ICG/ECG Devices sold by them during the applicable period, [CONFIDENTIAL TREATMENT REQUESTED]. The [CONFIDENTIAL TREATMENT REQUESTED] shall be determined on an annual basis by an independent auditor (the “Auditor”), commencing with the annual period ending on June 30, 2004 and continuing for each anniversary thereafter. The Auditor shall be selected by the Parties and shall not otherwise be engaged by the Parties. The Parties agree to provide the Auditor with such books and records and other information (the “Information”) as may be necessary for the Auditor [CONFIDENTIAL TREATMENT REQUESTED] by July 31st of the applicable year, and any new transfer price shall become effective [CONFIDENTIAL TREATMENT REQUESTED] of the applicable year. The Auditor will not share any individual customer purchasing data regarding one Party with the other Party. The fees and costs of the Auditors will be shared equally by CDIC and Philips. If for any event Philips determines it will not distribute the ICG/ECG Device, the transfer price to CDIC for the ECG Device will change [CONFIDENTIAL TREATMENT REQUESTED]. The Parties agree to review the transfer price paid by CDIC to Philips for ECG Devices [CONFIDENTIAL TREATMENT REQUESTED] and in good faith renegotiate such transfer price to reflect any substantial changes in burdened costs or market conditions. Each of CDIC and Philips agrees to automatically extend to the other [CONFIDENTIAL TREATMENT REQUESTED] for the CDIC ICG Module Kit, DSB Sensor commission, and ECG Devices [CONFIDENTIAL TREATMENT REQUESTED].

Purchase Prices. The purchase prices to be charged by the Manufacturer to the Purchaser for the Products shall be paid in United States Dollars and shall initially be in the amounts set forth on Exhibit 8 attached hereto (the "Purchase Prices"). However, because the parties hereto cannot accurately predict the actual cost of CDIC manufacturing the Products during the entire term of this Agreement, the Manufacturer expressly reserves the right to change the Purchase Prices charged to the Purchaser for the Products; provided, however, the net invoice price increase charged to the Purchaser for each shipment of the Products shall be no greater, on a per thousand cigar basis, than the net invoice price increase charged by the Manufacturer during the same time to any other similarly situated United States-based importer (including affiliates of the Manufacturer) who purchase products manufactured by the Manufacturer or any of its affiliates, similar to the nature, grade and style of the Products. The Purchaser expressly agrees, understands and acknowledges that it shall be bound by the terms and conditions of this Agreement even though the Purchase Price of the Products may change from time to time in accordance with this paragraph. Changes in the Purchase Price may be made by the Manufacturer at any time, so long as the Manufacturer provides the Purchaser with at least thirty (30) days' prior written notice announcing such changes or in such other form as the Manufacturer and the Purchaser may mutually agree, and changes in the Purchase Price shalI become effective as of the date specified in such notice. In any event, the parties hereto expressly agree, understand and acknowledge that the Purchase Price shall be changed by an amount equal to any significant increase or decrease, as the case may be, in (i) any taxes and charges which are now, or may hereafter be, levied, imposed or charged upon the Manufacturer and associated with or related to the Products (whether by federal, state, municipal or other public authority, and whether domestic or foreign); (ii) any freight and transportation costs associated with or related to the Products and ECG Devices borne by the Manufacturer; and (iii) any customs duties (whether domestic or foreign) associated with or related to be purchased by Philips and CDIC, respectively, hereunder (the “Purchase Prices”) which are ordered during the term of the Agreement shall be as set forth in Exhibit A (Products and Purchase Prices) and Exhibit F (Other Pricing). Exhibit A reflects that the OEM transfer price paid to CDIC by Philips for the CDIC ICG Module Kit [CONFIDENTIAL TREATMENT REQUESTED] of CDIC and Philips for all ICG/ECG Devices sold by them during the applicable period, [CONFIDENTIAL TREATMENT REQUESTED]. The [CONFIDENTIAL TREATMENT REQUESTED] shall be determined on an annual basis by an independent auditor (the “Auditor”), commencing with the annual period ending on June 30, 2004 and continuing for each anniversary thereafter. The Auditor shall be selected borne by the Parties and shall not otherwise be engaged by the Parties. The Parties agree to provide the Auditor with such books and records and other information (the “Information”) as may be necessary for the Auditor [CONFIDENTIAL TREATMENT REQUESTED] by July 31st of the applicable year, and any new transfer price shall become effective [CONFIDENTIAL TREATMENT REQUESTED] of the applicable year. The Auditor will not share any individual customer purchasing data regarding one Party with the other Party. The fees and costs of the Auditors will be shared equally by CDIC and Philips. If for any event Philips determines it will not distribute the ICG/ECG Device, the transfer price to CDIC for the ECG Device will change [CONFIDENTIAL TREATMENT REQUESTED]. The Parties agree to review the transfer price paid by CDIC to Philips for ECG Devices [CONFIDENTIAL TREATMENT REQUESTED] and in good faith renegotiate such transfer price to reflect any substantial changes in burdened costs or market conditions. Each of CDIC and Philips agrees to automatically extend to the other [CONFIDENTIAL TREATMENT REQUESTED] for the CDIC ICG Module Kit, DSB Sensor commission, and ECG Devices [CONFIDENTIAL TREATMENT REQUESTED]Manufacturer.

Purchase Prices. The prices of CDIC Products and ECG Devices to Purchase Price for any Equipment purchased or Licensed Materials licensed hereunder shall be purchased by Philips and CDIC, respectively, hereunder (the “Purchase Prices”) which are ordered during the term List Price therefore as of the Agreement shall be as date Netronome Receives a Purchase Order therefore, less the applicable discount set forth in Exhibit A C-2 (Products and Purchase Prices) and Exhibit F (Other “OEM Pricing”). Exhibit A reflects Netronome shall have the right at any time to prospectively revise the List Price for any Equipment or Licensed Materials upon at least forty-five (45) days’ advance written notice to OEM, provided that any proposed increase in the OEM transfer Purchase Price shall be tolled for as long as and to the extent necessary to take into account the following restrictions: (i) any such price paid increase may not be greater than those sold to CDIC another customer with similar volumes, (ii) any such price increase shall only apply to Purchase Orders Received by Philips Netronome after the effective date of such price revision, (ii) any such price increase shall not affect unfulfilled Purchase Orders accepted by Netronome prior to the effective date of the price revision, (iii) any such price decrease shall apply to unfulfilled Purchase Orders accepted by Netronome prior to the effective date of the price revision but not yet shipped, and (iv) except as mutually agreed to by the Parties, the Purchase Price for the CDIC ICG Module Kit [CONFIDENTIAL TREATMENT REQUESTED] of CDIC and Philips for all ICG/ECG Devices sold any Equipment purchased or Licensed Materials licensed hereunder may be increased no more than by them during the applicable five percent (5%) in any twelve (12) month period, [CONFIDENTIAL TREATMENT REQUESTED]unless such price increase is directly attributable to the increase in the production costs of the Equipment.. In the event the Parties fail to agree upon a Purchase Price increase proposed under Section 2.2.(iv) by the proposed effective date of the change, then pursuant to Section 7.2.2. The [CONFIDENTIAL TREATMENT REQUESTED] shall be determined on an annual basis by an independent auditor hereof (the “AuditorTermination for Cause”), commencing with OEM shall have the annual period ending on June 30right to terminate this Agreement for “cause”, 2004 and continuing for each anniversary thereafter. The Auditor shall be selected as well as any outstanding Purchase Orders placed against this Agreement affected by the Parties and shall not otherwise be engaged by the Parties. The Parties agree proposed increase, without any cost to, or liability or obligation of, OEM related to provide the Auditor with such books and records and other information (the “Information”) as may be necessary for the Auditor [CONFIDENTIAL TREATMENT REQUESTED] by July 31st of the applicable year, outstanding Purchase Orders and any new transfer price shall become effective [CONFIDENTIAL TREATMENT REQUESTED] of remaining units under the applicable yearCumulative Commitment. The Auditor will not share any individual customer purchasing data regarding one Party with the other Party. The fees and costs of the Auditors will be shared equally by CDIC and Philips. If for any event Philips determines it will not distribute the ICG/ECG Device, the transfer price to CDIC for the ECG Device will change [CONFIDENTIAL TREATMENT REQUESTED]. The Parties agree to review the transfer price paid by CDIC to Philips for ECG Devices [CONFIDENTIAL TREATMENT REQUESTED] and in good faith renegotiate such transfer price to reflect any substantial changes in burdened costs or market conditions. Each of CDIC and Philips agrees to automatically extend to the other [CONFIDENTIAL TREATMENT REQUESTED] for the CDIC ICG Module Kit, DSB Sensor commission, and ECG Devices [CONFIDENTIAL TREATMENT REQUESTED].

Purchase Prices. The prices of CDIC Products and ECG Devices to Purchase Price for any Equipment purchased or Licensed Materials licensed hereunder shall be purchased by Philips and CDIC, respectively, hereunder (the “Purchase Prices”) which are ordered during the term List Price therefore as of the Agreement shall be as date Netronome Receives a Purchase Order therefore, less the applicable discount set forth in Exhibit A C-2 (Products and Purchase Prices) and Exhibit F (Other “OEM Pricing”). Exhibit A reflects Netronome shall have the right at any time to prospectively revise the List Price for any Equipment or Licensed Materials upon at least forty-five (45) days’ advance written notice to OEM, provided that any proposed increase in the OEM transfer Purchase Price shall be tolled for as long as and to the extent necessary to take into account the following restrictions: (i) any such price paid increase may not be greater than those sold to CDIC another customer with similar volumes, (ii) any such price increase shall only apply to Purchase Orders Received by Philips Netronome after the effective date of such price revision, (ii) any such price increase shall not affect unfulfilled Purchase Orders accepted by Netronome prior to the effective date of the price revision, (iii) any such price decrease shall apply to unfulfilled Purchase Orders accepted by Netronome prior to the effective date of the price revision but not yet shipped, and (iv) except as mutually agreed to by the Parties, the Purchase Price for the CDIC ICG Module Kit [CONFIDENTIAL TREATMENT REQUESTED] of CDIC and Philips for all ICG/ECG Devices sold any Equipment purchased or Licensed Materials licensed hereunder may be increased no more than by them during the applicable five percent (5%) in any twelve (12) month period, [CONFIDENTIAL TREATMENT REQUESTED]unless such price increase is directly attributable to the increase in the production costs of the Equipment. The [CONFIDENTIAL TREATMENT REQUESTED] shall be determined on an annual basis In the event the Parties fail to agree upon a Purchase Price increase proposed under Section 2.2.(iv) by an independent auditor the proposed effective date of the change, then pursuant to Section 7.2.2. hereof (the “AuditorTermination for Cause”), commencing with OEM shall have the annual period ending on June 30right to terminate this Agreement for “cause”, 2004 and continuing for each anniversary thereafter. The Auditor shall be selected as well as any outstanding Purchase Orders placed against this Agreement affected by the Parties and shall not otherwise be engaged by the Parties. The Parties agree proposed increase, without any cost to, or liability or obligation of, OEM related to provide the Auditor with such books and records and other information (the “Information”) as may be necessary for the Auditor [CONFIDENTIAL TREATMENT REQUESTED] by July 31st of the applicable year, outstanding Purchase Orders and any new transfer price shall become effective [CONFIDENTIAL TREATMENT REQUESTED] of remaining units under the applicable year. The Auditor will not share any individual customer purchasing data regarding one Party with the other Party. The fees and costs of the Auditors will be shared equally by CDIC and Philips. If for any event Philips determines it will not distribute the ICG/ECG Device, the transfer price to CDIC for the ECG Device will change [CONFIDENTIAL TREATMENT REQUESTED]. The Parties agree to review the transfer price paid by CDIC to Philips for ECG Devices [CONFIDENTIAL TREATMENT REQUESTED] and in good faith renegotiate such transfer price to reflect any substantial changes in burdened costs or market conditions. Each of CDIC and Philips agrees to automatically extend to the other [CONFIDENTIAL TREATMENT REQUESTED] for the CDIC ICG Module Kit, DSB Sensor commission, and ECG Devices [CONFIDENTIAL TREATMENT REQUESTED]Cumulative Commitment.