Common use of Purchase of Requirements Clause in Contracts

Purchase of Requirements. Subject to the terms and conditions of this Agreement, Lilly will be the exclusive Manufacturer of Devices for worldwide distribution of Product pursuant to the terms of the Collaboration Agreement, including, without limitation, Devices for purchase by Amylin for sale of Product in the U.S. market. Amylin shall purchase its entire requirements for Devices from Lilly. Lilly shall also Manufacture Devices for its own account for sale by Lilly of Product in the Territory outside the U.S. as contemplated by the Collaboration Agreement. In the event of any termination of this Agreement by Amylin, and for so long as the Collaboration Agreement continues in full force and effect, Lilly shall have the continued right to Manufacture Devices for sale by Lilly in the Territory outside the U.S., unless Lilly’s continued Manufacture of Devices prevents it from fulfilling its obligation to continue to supply Devices to Amylin pursuant * CONFIDENTIAL TREATMENT REQUEST(ED) to Section 11.6 until such time as the transfer described in Article 11 of this Agreement is complete. The [***] shall be included in the Cost of Product Sold as part of the periodic reconciliation of Operating Profits or Losses contemplated in Section 4.5 of the Collaboration Agreement. Except as expressly permitted by Article 8 hereof, Amylin shall have no right to Manufacture Devices itself, or to use the Devices for any purpose other than delivery of Product pursuant to the Collaboration Agreement. The Parties agree that this Agreement is not intended to cover the supply of pens in relation to clinical trials of the Product prior to approval by Regulatory Authorities.

Purchase of Requirements. Subject to the terms and conditions of this Agreement, Lilly will be the exclusive Manufacturer of Devices for worldwide distribution of Product pursuant to the terms of the Collaboration Agreement, including, without limitation, Devices for purchase by Amylin for sale of Product in the U.S. market. Amylin shall purchase its entire requirements for Devices from Lilly. Lilly shall also Manufacture Devices for its own account for sale by Lilly of Product in the Territory outside the U.S. as contemplated by the Collaboration Agreement. In the event of any termination of this Agreement by Amylin, and for so long as the Collaboration Agreement continues in full force and effect, Lilly shall have the continued right to Manufacture Devices for sale by Lilly in the Territory outside the U.S., unless Lilly’s continued Manufacture of Devices prevents it from fulfilling its obligation to continue to supply Devices to Amylin pursuant * CONFIDENTIAL TREATMENT REQUEST(ED) to Section 11.6 until such time as the transfer described in Article 11 of this Agreement is complete. The […***…] shall be included in the Cost of Product Sold as part of the periodic reconciliation of Operating Profits or Losses contemplated in Section 4.5 of the Collaboration Agreement. Except as expressly permitted by Article 8 hereof, Amylin shall have no right to Manufacture Devices itself, or to use the Devices for any purpose other than delivery of Product pursuant to the Collaboration Agreement. The Parties agree that this Agreement is not intended to cover the supply of pens in relation to clinical trials of the Product prior to approval by Regulatory Authorities.