Common use of General Scope of Agreement Clause in Contracts

General Scope of Agreement. 1.1 Supplier shall use commercially reasonable efforts to manufacture, sell and cause to be delivered exclusively to NCH the Licensed Products set forth on Exhibit A hereto in accordance with and subject to the terms and conditions of this Agreement, in quantities sufficient to meet the total requirements, consistent with the forecasting and purchase order mechanism set forth in Article 3 of this Agreement, of NCH of such Licensed Products for use in the Territory. In addition, all matters relating to Licensed Products which constitute the stability batches, as described in Article 5 of the License Agreement, shall be governed by the terms and conditions of this Agreement to the extent that such terms do not conflict with the provisions of Article 5 of the License Agreement. -------------------------------------- ++ Confidential portions omitted and filed separately with the Commission. 1.2 NCH shall purchase all of NCH's requirements of the Licensed Products for use in the Territory from Supplier (except as otherwise provided herein), in accordance with and subject to the terms and conditions of this Agreement. This requirements obligation is limited to NCH's requirements of Licensed Products which meet the Specifications (as defined below). 1.3 NCH shall be responsible for obtaining approvals from all governmental bodies, organizations and agencies whose approval is necessary to import, use, sell, market and/or distribute the Licensed Products in the Field in the Territory. Supplier shall cooperate with NCH and shall use commercially reasonable efforts to assist NCH in obtaining any and all regulatory approvals necessary to import, use, sell, market and/or distribute the Licensed Products. 1.4 All Licensed Products sold and delivered to NCH hereunder shall (a) strictly conform with the specifications set forth in Exhibit B hereto, and with such further specifications as shall be agreed to by Supplier and NCH in writing (the "Specifications"); (b) be manufactured, packaged and sold in strict accordance with (i) the Quality Assurance Agreement, substantially in the form attached hereto as Exhibit C (the "QA Agreement"), the specific terms of which shall be negotiated in good faith by the parties as soon hereafter as reasonable possible, and (ii) all applicable laws, regulations, and requirements of any government or governmental agency; and (c) be subject to the warranties set forth in Article 9 of this Agreement.

General Scope of Agreement. 1.1 This Agreement shall supersede the Prior Supply Agreement as of the Effective Date. The Prior Supply Agreement is hereby terminated without penalty to either party, and shall be of no further force or effect after the Effective Date. Notwithstanding the foregoing, the License Agreement remains in full force and effect. Nothing set forth herein shall be deemed to effect any modification to the terms of the License Agreement, except that (i) any references to the "Supply Agreement" contained in the License Agreement shall be deemed to be references to this Agreement; and (ii) any references in the License Agreement to specific provisions of the "Supply Agreement" shall be deemed to be references to the provisions set forth in this Agreement which are equivalent to the Sections of the Prior Supply Agreement referred to in the License Agreement (in particular, references in the License Agreement to provisions contained within Section 12 of the Prior Supply Agreement shall be deemed to be references to the equivalent provisions set forth within Section 7 of this Agreement). 1.2 Supplier shall use commercially reasonable efforts to manufacture, sell and cause to be delivered exclusively to NCH Novartis the Licensed Products products set forth on in Exhibit A hereto (the "Products") in accordance with and subject to the terms and conditions of this Agreement, in quantities sufficient to meet the total requirements, consistent with the forecasting and purchase order mechanism set forth in Article 3 of this Agreement, of NCH of Novartis for such Licensed Products for use in the Territory. In addition, all matters relating to Licensed Products which constitute the stability batches, as described in Article 5 of the License Agreement, shall be governed by the terms and conditions of this Agreement to the extent that such terms do not conflict with the provisions of Article 5 of the License Agreement. -------------------------------------- ++ Confidential portions omitted and filed separately with the Commission. 1.2 NCH shall purchase all of NCH's requirements of the Licensed Products for use in the Territory (as defined in the License Agreement). 1.3 Novartis shall purchase all of Novartis' requirements of the Products for use in the Territory exclusively from Supplier (except as otherwise provided herein)Supplier, in accordance with and subject to the terms and conditions of this Agreement. This requirements obligation is limited to NCH's Novartis' requirements of Licensed Products which meet the Specifications (as defined below). 1.3 NCH 1.4 Novartis shall be responsible for obtaining approvals from all governmental bodies, organizations and agencies whose regulatory approval is necessary to import, use, sell, market and/or distribute the Licensed Products in the Field in the Territoryof any products sold by Novartis. Supplier shall cooperate with NCH Novartis and shall use its commercially reasonable best efforts to assist NCH Novartis in obtaining any and all regulatory approvals necessary to import, use, sell, market and/or distribute Novartis' products which contain the Licensed Products. 1.4 1.5 All Licensed Products sold and delivered to NCH Novartis hereunder shall (a) strictly conform with the specifications set forth in Exhibit B hereto, and with such further specifications as shall be agreed to by Supplier and NCH in writing (the "Specifications"); (b) be manufactured, packaged and sold in strict accordance with (i) the Quality Assurance Agreement, substantially in the form attached hereto as Exhibit C B (the "QA Agreement"), including the specific terms of which specifications set forth therein, and with such further specifications as shall be negotiated agreed to by Supplier and Novartis in good faith by writing (the parties as soon hereafter as reasonable possible, "Specifications"); and (ii) all applicable laws, regulations, and requirements of any government or governmental agency; and (cb) be subject to the warranties set forth in Article 9 of this Agreement. 1.6 In order for the parties to conduct long-term planning with respect to the manufacture and sales of the Products, senior representatives of Supplier and Novartis shall meet annually, on or about the anniversary of the Effective Date, and shall each present to the other the current status of its business and its long-term plans with respect to the Products.