CONDUCTED AS PART OF A VERIFICATION PLAN, INCLUDING PROTOTYPE BUILD
RESULTS AND CONFORMANCE OF THE PROTOTYPES TO THE DESIGN INPUTS.
1.28
"US PURCHASE PRICE" MEANS THE PRICE EQUAL TO (A) FOR THE FIRST
PRICING PERIOD, [***] [***] OF THE BNP ASSAYS, AND (B) FOR EACH SUBSEQUENT
PRICING PERIOD, THE PRICE [***] [***] OF THE BNP ASSAYS FOR THE PREVIOUS PRICING
PERIOD ADJUSTED (IN ACCORDANCE WITH SECTION 6.1.7) BY THE [***] OR [***] OF THE
[***] FOR THE APPLICABLE MEASUREMENT PERIOD AS COMPARED TO THE [***] FOR THE
IMMEDIATELY PRECEDING MEASUREMENT PERIOD.
1.29
"VALIDATION PLAN" SHALL MEAN A DESCRIPTION OF ALL VALIDATION
ACTIVITIES, INCLUDING MANUFACTURING AND MATERIALS PLAN FOR PRODUCT PILOT LOTS
(NUMBER AND SCALE OF TEST LOTS), IDENTIFIED SUPPLIERS, TESTING METHODS
(PROTOCOLS AND PROCEDURES), SHIPPING CONDITIONS AND SPECIFICATIONS TO CONFIRM
CONFORMANCE OF THE PROTOTYPES TO DESIGN INPUTS.
1.30
[***] SHALL MEAN, FOR ANY MEASUREMENT PERIOD, AND FOR [***] IN
[***] THAT MEASURE OR DETECT THE PRESENCE OR ABSENCE OF
***Confidential Treatment Requested
4
THE MARKER SOLD DURING SUCH MEASUREMENT PERIOD TO [***], THE [***] (AS
DETERMINED BY [***] OR SUCH OTHER PARTY MUTUALLY ACCEPTABLE TO THE PARTIES AND
AGREED TO IN WRITING) OF EACH SUCH [***] BY THE [***] OF SUCH [***] TO CALCULATE
A [***] [***] FOR ALL SALES OF [***].
1.31
"WORLDWIDE PURCHASE PRICE" SHALL MEAN, FOR THE CURRENT PRICING
PERIOD COMMENCING AFTER THE FIRST ANNIVERSARY OF THE FIRST COMMERCIAL SALE, THE
AMOUNT (CALCULATED IN ACCORDANCE WITH SECTION 6.1.7) EQUAL TO THE SUM OF (A) THE
PRODUCT OF (I)
THE [***] DURING THE APPLICABLE MEASUREMENT PERIOD OF [***] OF
BNP ASSAYS SOLD TO [***] LOCATED WITHIN THE [***] ([***]), DIVIDED BY THE [***]
DURING THE APPLICABLE MEASUREMENT PERIOD OF [***] OF BNP ASSAYS SOLD TO [***]
([***]), TIMES (II) THE US PURCHASE PRICE FOR THE CURRENT PRICING PERIOD, PLUS
(B) THE PRODUCT OF (I) [***] MINUS [***] ([***]), DIVIDED BY [***], TIMES
(II) THE FOREIGN PURCHASE PRICE FOR THE CURRENT PRICING PERIOD. THE FOREGOING
CALCULATION IS SET FORTH AS A FORMULA AS FOLLOWS:
Worldwide Purchase Price =
[***] x US Purchase Price
+
[***] x Foreign Purchase Price
2.
REPRESENTATIONS AND WARRANTIES
EACH PARTY HEREBY REPRESENTS AND WARRANTS TO THE OTHER PARTY AS FOLLOWS:
2.1
CORPORATE EXISTENCE. SUCH PARTY IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE IN WHICH IT IS
INCORPORATED.
2.2
AUTHORIZATION AND ENFORCEMENT OF OBLIGATIONS. SUCH PARTY (A) HAS
THE CORPORATE POWER AND AUTHORITY AND THE LEGAL RIGHT TO ENTER INTO THIS
AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER, AND (B) HAS TAKEN ALL
NECESSARY CORPORATE ACTION ON ITS PART TO AUTHORIZE THE EXECUTION AND DELIVERY
OF THIS AGREEMENT AND THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED ON BEHALF OF SUCH PARTY, AND
CONSTITUTES A LEGAL, VALID, BINDING OBLIGATION, ENFORCEABLE AGAINST SUCH PARTY
IN ACCORDANCE WITH ITS TERMS.
2.3
CONSENTS. ALL NECESSARY CONSENTS, APPROVALS AND AUTHORIZATIONS OF
ALL GOVERNMENTAL AUTHORITIES AND OTHER THIRD PARTIES REQUIRED TO BE