TEAMM Price. $* for each unit of Product, subject to further adjustment as described below and otherwise in this Agreement. The TEAMM Price described in this Section 1.12 is inclusive of all shipping, freight, and related insurance charges with respect to the delivery of Products as provided herein. Notwithstanding the foregoing, the aforementioned TEAMM Price and any future adjusted amounts of such price shall be increased (i) in an amount equal to that of any increase in Respirics' total direct and
... indirect cost of manufacturing Products or procuring Products from its Contract Manufacturer(s) caused by changes in Product Specifications or Packaging Specifications (a) requested by TEAMM, (b) required by regulatory authorities or applicable laws, rules, or regulations, or (c) initiated by Respirics, not required or recommended by regulatory authorities, and consented to in writing by TEAMM, (ii) in an amount equal to that of (x) any new tariffs, taxes, duties, or similar amounts imposed by governmental bodies after the execution of this Agreement or (y) any increases in existing tariffs, taxes, duties, or similar amounts after the execution of this Agreement, (iii) in an amount equal to any increase caused, directly or indirectly, by currency or foreign exchange rate fluctuations (based on such rates as published in the Wall Street Journal with respect to the applicable dates and/or periods), and (iv) in an amount equal to seventy percent (70%) of the total amount of any increase in Respirics' total direct and indirect cost of manufacturing or procuring Products (including but not limited to any increase in price, shipping, or insurance) due to factors other than those referenced in (i), (ii), or (iii) above. To the extent reasonably practicable, Respirics shall provide TEAMM with reasonable advance written notice of any price adjustment under this paragraph. With respect to any adjustment pursuant to (iv) above, (1) Respirics shall, upon the written request of TEAMM, provide reasonable evidence of such increase and (2) in the event Respirics' total direct and indirect cost of manufacturing or procuring Products (including but not limited to any increase in price, shipping, or insurance) decreases due to factors other than those referenced in (i), (ii), or (iii) above following any upward adjustment to the TEAMM Price pursuant to (iv) above, the applicable TEAMM Price shall be decreased by an amount equal to seventy percent (70%) of the decrease in Respirics' total direct and indirect cost of manufacturing or procuring Products (including but not limited to any increase in price, shipping, or insurance) due to factors other than those referenced in (i), (ii), or (iii) above, provided that the aggregate amount of any and all such decreases under (iv) above shall not in any event exceed the aggregate amount of any and all prior increases under (iv) above. In the event of any decrease in Respirics' total direct and indirect cost of manufacturing or procuring Products due to the factors referenced in (i)(a), (i)(b), (ii), or (iii) above, the applicable TEAMM Price shall be decreased by the amount of such decrease, provided that, notwithstanding the foregoing or anything to the contrary in this Agreement, the TEAMM Price shall not, in any event, be less than $*, regardless of any future decreases in Respirics' total direct and indirect cost of manufacturing or procuring Products for any reason.
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