Orders and Shipments. 11.1 During the term of this Agreement, MIPI or MIPI’s licensee will forward orders to EZN by facsimile (or other suitable means) at least ten (10) Business Days in advance of intended shipment. This lead time might be shorter in case of Kit orders only or might be longer in case of intended delivery of Set and/or Final Product outside the EU. Orders shall include at least the required quantities, identity of the recipient, requested delivery dates and destination. Delivery as directed by MIPI or MIPI’s licensee shall be ex-Works EZN’s facility in Braunschweig, Germany. Risk and title for the Set and/or Final Product shall pass to MIPI or MIPI’s licensee at point of delivery to the respective carrier. 11.2 Prior to the first shipment to any Third Party site, MIPI or its licensee shall obtain and forward to EZN from such Third Party its license evidencing proper legal authority for the receipt and possession of the Kit, Set and/or Final Product (Umgangsgenehmigung). If and to the extent necessary, MIPI or MIPI’s licensee shall further obtain all approvals, licenses and permits required to import Kit, Sets and/or Final Product into territories directed by MIPI or its licensee. *Confidential Treatment Requested* 11.3 EZN shall deliver Kit, Set and/or Final Product in accordance with the quantities and requested delivery date(s) specified in the relevant order. EZN will pack the Kit, Set and/or Final Product for shipment and storage in accordance with the applicable Specifications given by MIPI. 11.4 If requested by MIPI or MIPI licensee, EZN shall make shipping arrangements with carriers from the ex-Works point to the delivery site. All transportation and packaging costs incurred to deliver Kit, Set and/or Final Product ordered by MIPI or MIPI licensee will be separately charged to and borne by MIPI. 11.5 If either Party or its designee discovers that a Batch and/or Dose Vial does not meet the Specifications, then the discovering Party shall promptly communicate in writing with the other Party to determine a mutually agreed course of action. With respect to any such Batch and/or Dose Vial which do not meet Specifications as a result of shortcomings in process or parameters under the direct control of EZN, then EZN will promptly replace such Batch and/or Dose Vial at no additional cost to MIPI.
Appears in 3 contracts
Sources: Facility Setup and Contract Manufacturing Agreement, Facility Setup and Contract Manufacturing Agreement (Molecular Insight Pharmaceuticals, Inc.), Facility Setup and Contract Manufacturing Agreement (Molecular Insight Pharmaceuticals, Inc.)