Supply of Product Sample Clauses
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Supply of Product. Subject to the provisions of this Agreement, ADMA shall purchase exclusively from Nabi, ADMA’s worldwide requirements of the Product, subject to Nabi’s capacity to reasonably accommodate. All Product supplied to ADMA shall be in finished form as set forth in Specifications in Exhibit A and any additional specifications that may be mutually agreed upon in writing by the parties. Except to the extent the parties may otherwise agree with respect to a particular shipment, the Product shall be ordered by ADMA pursuant to written ADMA purchase orders, which shall be sent to Nabi with not less than one hundred days (100) “lead time” prior to the delivery dates specified in such purchase orders. Upon receipt of each purchase order by Nabi hereunder, Nabi shall accept or reject such order. Nabi shall supply the Product resulting from processing of [***], as specified in the purchase order, of Source Plasma supplied by ADMA and shall deliver such Product to ADMA within two (2) weeks of the delivery dates specified in such purchase order. There shall be a purchase order for each Lot. All Product shall be shipped to the address specified in ADMA’s purchase orders therefor. In the event said purchase orders conflict with or add to the Specifications in Exhibit A, the Specifications shall prevail. In the event that any terms of a purchase order conflict with or add to the Agreement, the Agreement shall prevail. ADMA shall purchase and Nabi shall supply a minimum of 1 Lot during each calendar year after the Product is approved by the FDA. As part of the FDA approval process, Nabi will manufacture three conformance Lots as ordered by ADMA under the terms and conditions of this Agreement. Said conformance Lots shall be outside of the Long Term Forecast and Firm Purchase Commitment and shall be subject to the pricing terms in Article 3 of this Agreement.
Supply of Product. Salix shall use reasonable efforts to supply the Product during the Co-Promotion Period in sufficient quantities to satisfy the levels of Product sales forecasted in the then current Marketing Plan. Salix shall maintain reasonable inventory levels of the Product in order to ensure their ability to fulfill this obligation. Salix shall have the sole responsibility and right to fill orders with respect to the Product. Altana shall not solicit orders for the Product but, if for any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product shall be subject to acceptance by Salix, in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product at any time after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of the sale of the Product, including (a) the price at which the Product will be sold, (b) whether the Product will be subject to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Product, and (f) whether credit [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. is to be granted or refused in connection with any sale of Product. In the event that Salix fails to supply the Product as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet and attempt to negotiate a mutually agreeable and commercially reasonable solution. If the Parties cannot reach such an agreement within a reasonable period of time, the issue will be dealt with as contemplated under Section 4.4 of this Agreement.
Supply of Product. 4.1 DAEWOONG shall manufacture and supply Product to AEON in a primary packaged and labeled form. Product packaging shall display the logo of DAEWOONG (to the extent required by applicable law) and AEON and the outer label shall be marked using English language in accordance with applicable laws and Product’s Regulatory Approvals.
4.2 AEON’s estimate sales forecast of the Product during the Term of Agreement in the Territory in the Field is set forth in Annex D. Within ninety (90) days after the Effective Date, AEON shall provide DAEWOONG with a non-binding twelve (12) month rolling forecast of its requirements of Product, which the Parties agree is not a commitment to buy any stated quantity. Thereafter, on at least a quarterly basis, AEON shall provide DAEWOONG with an updated twelve (12) month rolling forecast, together with a binding six (6) month forecast to the extent AEON has requested Safety Stock as described in Article 4.10 below. Each such forecast shah be referred to herein as a “Forecast.”
4.3 AEON may from time to time submit Purchase Orders to DAEWOONG for Product in accordance with the forecasting requirements in Article 4.2. Orders will be shipped on CIF Los Angeles port.
4.4 Once a Purchase Order for Product and Product Samples has been received by DAEWOONG, it shall be considered as irrevocable.
4.5 AEON agrees herein to place an Order for Product not later than [***] from receipt of Regulatory Approval.
4.6 Individual Purchase Orders of Product shall be placed at least [***] in advance of the required delivery date.
4.7 For the purpose of Commercialization, AEON will store and maintain the full quantity of Product in a clean, secured area in accordance with the reasonable directions and specifications provided by DAEWOONG in writing in connection thereof in the Territory. AEON will advise DAEWOONG on the applicable requirements specifically deriving from the laws and regulations in the Territory.
4.8 AEON agrees that DAEWOONG and its collaborators and agents, in DAEWOONG’s sole discretion, which collaborators and Agents will be subject to appropriate obligations of confidentiality, will have the right upon reasonable prior notice, to observe and to inspect and to audit AEON’s facility to ascertain compliance by AEON with the terms of this Agreement, including without limitation (a) the holding facilities for Product, and (b) AEON’s compliance with applicable law, including cGMP (if applicable). Following any such audit, DAEWOONG will di...
Supply of Product. If NVS is Manufacturing such Terminated Products on the effective date of termination, at HMI’s written request, which shall be exercised no later than [***] after the effective date of termination, the Parties will negotiate in good faith a supply agreement under which NVS will supply to HMI such quantities of Terminated Candidates and Terminated Products until the earlier of (a) such time as HMI has established an alternate, validated source of supply for such Terminated Candidates and Terminated Products, and (b) [***] from the anniversary of the effective date of termination of this Agreement. In addition, upon any such termination, any Development Supply Agreements or Commercial Supply Agreements for such Terminated Candidate or Terminated Product shall terminate.
Supply of Product. 6.1 As provided herein, PENWEST shall purchase in whole lot quantities, and MYLAN will supply PENWEST with, sufficient quantities of Product to meet all of the requirements therefor of each Authorized Distributor during the term of this Agreement; provided, however, that MYLAN will supply, in less than whole lot quantities, up to a ****************** as reasonably requested for use in the testing and certification of the Product and its manufacture. MYLAN and PENWEST will share equally the costs of such testing and certification quantities by adjustments to the amounts payable from Other Compensation. To the extent permitted under applicable law, PENWEST shall cause the Authorized Distributor(s) to agree that they shall purchase all of their requirements for the Product from PENWEST during such period, subject to such commercially reasonable contingent agreements (the "Contingent License") as PENWEST may make to permit one or more Authorized Distributors to manufacture the Product on its own (or to obtain it from an alternate source) in the event that MYLAN is not able, or for any reason fails, for any continuous period in excess of *********, or has been so unable, or has so failed, for any cumulative period of ***************************, to supply PENWEST hereunder Product sufficient in quantity and quality to meet such Authorized Distributor's requirements therefor, including without limitation the Consignment Inventory described in Section 6.8.
6.2 MYLAN shall purchase and PENWEST shall supply TIMERx for use in the manufacture of the Product pursuant to this Agreement at the price, and on the terms, set forth in the Nifedipine XL Agreement. Following the FDA U.S. approval of the Designated Product for sale under the Nifedipine XL Agreement, quantities to be purchased hereunder shall be added to the estimates and orders called for under the Nifedipine XL Agreement. If PENWEST notifies MYLAN of an Authorized Distributor's estimates for Product to be ordered hereunder (whether before or after FDA approval of the Designated Product for sale in the Mylan Territory under the Nifedipine XL Agreement), MYLAN shall time its orders for TIMERx accordingly, as if (for such scheduling purposes) the Authorized Distributor's requested shipment dates were the dates for MYLAN's sales of the Designated Product under the Nifedipine XL Agreement. Payment for the TIMERx shall be made as provided in the Nifedipine XL Agreement.
6.3 All sales of Product shall be F.O.B., Mor...
Supply of Product. (a) For the term of this Agreement, or for as long as CIMA manufactures any of the Products hereunder, whichever is shorter, ▇▇▇▇▇▇▇ agrees to purchase from CIMA and CIMA agrees to supply ▇▇▇▇▇▇▇ with all of ▇▇▇▇▇▇▇'▇ requirements for the Products, Product samples and Product placebos for their subsequent use, sale, lease or transfer by ▇▇▇▇▇▇▇
(b) ▇▇▇▇▇▇▇ agrees to initiate purchases of the Products, Product samples and Product placebos hereunder by issuing CIMA binding purchase orders not less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] prior to the required shipping date set forth therein. CIMA agrees to accept any order issued in accordance with this Section 5.1(b) and to meet the delivery dates specified thereon. All purchase orders hereunder shall be on ▇▇▇▇▇▇▇'▇ standard purchase order form (a copy of which is attached as Schedule 5.1(b) hereto and which shall not, for purposes of this Agreement only, be modified in any material respect without CIMA's prior written consent, such consent not to be unreasonably withheld or delayed) and shall be directed to CIMA at the address set forth below. The terms and conditions of purchase enumerated on the reverse side of such standard purchase order form shall prevail over any inconsistent or conflicting language as may exist on invoices, confirmation or order acknowledgment forms of CIMA, provided, however, that in the event any terms thereof are in conflict, or are inconsistent with any terms of this Agreement, the terms and conditions hereof shall prevail. No Product delivered by CIMA shall have a shelf life that is more than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] less than the maximum shelf life of such Product (other than batches that were under investigation and batches for validation which shall have not more than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] less than the maximum shelf life of such Product upon delivery to ▇▇▇▇▇▇▇).
(c) Purchase order quantities shall be in full batch sizes that are mutually agreed by the parties.
(d) ▇▇▇▇▇▇▇ shall cause the amount of API that CIMA requires to perform its obligations pursuant to Schedule 3.1 and Sections 5.1 and 5.5 to be provided at no charge to CIMA [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY...
Supply of Product. 8 5.2 Identification...................................................9 5.3 Trade, Sample and Placebo Product Price..........................9 5.4 Forecasts, Delivery and Quality..................................9 5.5
Supply of Product. The JDC shall be responsible for determining the sources of, and arrangements for, the manufacture and supply of Products that the JDC believes will result in long-term profit maximization for such Products. The JDC shall endeavor to [ * ].
Supply of Product. Supplier will sell Products to Purchaser under the terms of this Agreement. Unless stated otherwise in a Sub-Agreement, this Agreement is not a requirements contract, outputs contract, or an exclusive dealing contract. Supplier will manufacture and supply Product to Purchaser, in compliance with this Agreement, upon acceptance of an Order. If Supplier anticipates any difficulty in supplying Product, Supplier will notify Purchaser promptly and initiate discussions on how to resolve the issue. Supplier will maintain and implement disaster recovery plan adequate to minimize any business disruptions. Purchaser may review Supplier’s disaster recovery plan upon request.
Supply of Product. For any purchase order for Products Recipient submits in accordance with this Agreement, Supplier shall, or shall cause its relevant Affiliates to, supply the requested Product and quantities, and shall use commercially reasonable efforts to deliver the Products specified in such order within Supplier’s lead time for such Products as specified in Appendix A. Delivery will be FCA port of export, Incoterms® 2020 rules. If Supplier or its relevant Affiliate will not be able to deliver ordered Product within such period, Supplier shall notify Recipient and provide Recipient with an estimate of the Delivery time of such Product.