AGREEMENT TO SUPPLY PRODUCT. Subject to the terms hereof, Nycomed agrees to purchase exclusively from Acusphere, and Acusphere agrees to Manufacture for, and sell to Nycomed for a period of five years following First Commercial Sale in the Territory, Nycomed's total requirements for the Product in the Territory on the terms and conditions set forth herein; provided that the Parties agree to consider renewing such exclusive purchasing relationship at the end of the five year period and any subsequent renewal period and that, if Nycomed so requests, Acusphere shall use commercially reasonable efforts to continue to supply Nycomed its total requirements of Product on the terms set forth in this Agreement. Acusphere may subcontract any part of the Manufacturing Process for the Product to a Third Party provided: (a) the Product and the facilities continue to meet the requirements as defined in this Agreement, (b) Acusphere or Nycomed has obtained all required Governmental Approvals to subcontract any part of the Manufacturing Process for the Product to be sold in the Territory (c) Acusphere will solely bear any and all additional costs to the Manufacturing Costs resulting directly and indirectly from such subcontracting and shall continue to be responsible for performance of its obligations under this Agreement despite any such sublicensing and (d) the Third Party or Nycomed has obtained all required Governmental Approvals for the Manufacturing Process for the Product to be sold in the Territory. The costs for release testing of Product on first importation into the Territory shall be borne exclusively by Nycomed. During the Term of this Agreement, Acusphere shall not sell Product directly in the Territory or to any Third Party for active resale within the Territory, except for such countries within the Territory where Acusphere has co-marketing rights pursuant to Section 12.01 or in which Nycomed's license has terminated pursuant to Section 3.02(d).

AGREEMENT TO SUPPLY PRODUCT. Subject to the terms hereof, Sanofi-Synthelabo agrees to purchase exclusively from Atrix, and Atrix agrees to Manufacture for, and sell exclusively to Sanofi-Synthelabo during the Term of this Agreement, Sanofi-Synthelabo's total requirements for the Product and the Demonstration Samples in the Territory on the terms and conditions set forth herein. Subject to Sanofi-Synthelabo's prior written approval, such approval not to be unreasonably withheld, conditioned or delayed by Sanofi-Synthelabo, Atrix may subcontract any part of the Manufacturing Process for the Product and the Demonstration Samples to a Third Party provided: (a) the Product, the Demonstration Samples and the facilities continue to meet the requirements as defined in this Agreement and (b) Atrix has obtained all required Governmental Approvals. If subcontracting is initiated by Atrix, for any Manufacturing Process, Atrix will bear the cost of validation and necessary stability work, as well as any other directly related costs.

AGREEMENT TO SUPPLY PRODUCT. Subject to the terms and conditions of this Agreement, Bachem agrees to sell the Product on a non-exclusive basis to Pxxxxxx in accordance with the terms hereof and for the duration of this Agreement.

AGREEMENT TO SUPPLY PRODUCT. Subject to the terms of this Agreement, Geneva agrees to purchase exclusively from Atrix, and Atrix agrees to Manufacture for, and sell exclusively to Geneva, during the Term of this Agreement, Geneva's total requirements for the Products in the Territory on the terms and conditions set forth herein. Subject to notice to and prior written approval of Geneva which approval shall not be unreasonably withheld, conditioned or delayed, Atrix may subcontract any part of the Manufacturing Process for a Product to Third Parties provided the Product and the facilities continue to meet the requirements as defined in this Agreement. If subcontracting is initiated by Atrix, Atrix will bear the costs of qualifying the Third Party as a qualified site for the Manufacture of the Product, including validation and necessary stability work. ** CONFIDENTIAL TREATMENT REQUESTED.

AGREEMENT TO SUPPLY PRODUCT. (a) PolyPid shall Manufacture the Product in compliance with the Product Specifications, the Quality Agreement, cGMP and other Applicable Law, and shall Manufacture Products in sufficient quantities to fulfill the Firm Purchase Orders provided in compliance with the terms of this Agreement. (b) Subject to the terms hereof, Partner agrees to purchase exclusively from PolyPid, and PolyPid agrees to supply for, and sell exclusively to Partner during the Term of this Agreement, Product in the Territory. PolyPid may subcontract any part of the Manufacturing Process for the Product to a Third Party provided: (a) the Product and the facilities continue to meet the requirements as defined in this Agreement; (b) PolyPid has obtained all required Governmental Approvals to subcontract any part of the Manufacturing Process for the Product to be sold in the Territory; and (c) the Third Party has obtained all required Governmental Approvals for the Manufacturing Process for the Product to be sold in the Territory. (c) All Product supplied by PolyPid to Partner shall be supplied in vials, unlabeled and bulk-packaged by PolyPid for shipment. Upon receipt of Product, Partner shall Package each individual vial in accordance with the Packaging Specifications, the Quality Agreement, cGMP and other Applicable Laws and using the Packaging Materials approved by PolyPid.

AGREEMENT TO SUPPLY PRODUCT. Subject to the terms and conditions of this Agreement, Fujisawa agrees to purchase Product exclusively from Atrix, and Atrix agrees to exclusively Manufacture or cause to be Manufactured for, and sell exclusively to Fujisawa on a country-by-country and Product-by-Product basis during the Royalty Term, Fujisawa's total requirements for the Product and the Professional Samples in each such country in the Territory. Thereafter for the remainder of the Term, Atrix agrees to Manufacture for and sell to Fujisawa, on a non-exclusive basis, Fujisawa's total requirement of the Product and Professional Samples in each such country in the Territory on the terms and conditions set forth herein. Atrix may subcontract any part of the Manufacturing Process for the Product and the Professional Samples to Third Parties provided the Product, the Professional Samples and the facilities of any such Third Parties continue to meet the terms and conditions of this Agreement, []** shall be []** with respect to []** then []** shall be []** provided, however, that []** Atrix will bear any and all costs in connection with any such subcontracting and Fujisawa shall not have to pay any costs or expenses in connection with any such subcontracting, []** If Atrix subcontracts any part of the Manufacturing Process or causes the Product to be Manufactured by a Third Party, Atrix shall cause such Third Parties to comply with the terms and conditions of this Agreement.

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Supply Agreement Seller and Buyer, or their Affiliates, shall have executed the Supply Agreement.
End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).
License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.
Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.
Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.
SOFTWARE PRODUCT LICENSE The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
Product Supply 5.1 In the event that Eisai notifies Radius of its desire to purchase bulk substance of Compound from Radius, Radius shall supply Eisai with all amount of such bulk substance of Compound, which meets specifications for the Product determined by Radius in the course of its Development activities pursuant to this Agreement, required by Eisai for commercial sales of Product in Japan With respect to Eisai clinical development activities for Product in Japan, upon Eisai’s request, Radius shall supply Eisai the bulk substance of Compound for * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. the conduct of the Eisai Development activities in the amounts and at the times determined by the SC, having reference to the quantity of the bulk substance of Compound required for clinical trials in Japan. Radius shall charge [*] for applicable bulk substance of Compound. Radius shall ship such bulk substance of Compound, FOB point of manufacturing. 5.2 In the event that Eisai notifies Radius of its desire to purchase Semi-Product from Radius which meets specifications determined by Radius in the course of its Development activities pursuant to this Agreement, Radius shall supply Eisai with all amount of Semi-Product required by Eisai for commercial sales of Product in Japan. With respect to Eisai clinical development activities for Product in Japan, upon Eisai’s request, Radius shall supply Eisai Semi-Product for the conduct of the Eisai Development activities in the amounts and at the times determined by the SC, having reference to the quantity of Semi-Product required for clinical trials in Japan. Radius shall charge [*] for Semi-Product. Radius shall ship such Semi-Product, FOB point of manufacturing. 5.3 The Parties agree that they shall, in good faith, discuss, negotiate and execute necessary agreements containing mutually acceptable terms, including but not limited to, a supply agreement for either bulk substance of Compound or Semi-Product as well as a quality control agreement of either bulk substance of Compound or Semi-Product, in the event that Eisai notifies Radius as set forth in Article 5.1 or 5.2. 5.4 As manufacturer of the Product, Radius shall be responsible for: (a) the control of the quality of the Product promoted and sold under the Radius trademarks; as provided in Article 2.3; and (b) ensuring that all bulk substance of Compound or Semi-Product supplied to Eisai pursuant to this Article 5 shall be manufactured in accordance with the applicable good manufacturing practices (GMP) and shall meet the then applicable specifications for the bulk substance of Compound or Semi-Product; and Radius warrants that all bulk substance of Compound or Semi-Product supplied to Eisai pursuant to this Article 5 shall be manufactured in accordance with the applicable GMP and * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. shall meet the then applicable specifications for the bulk substance of Compound or Semi-Product and will be free from defects in material and workmanship. Radius shall resolve any product liability issues in the Territory relating to the Product and shall resolve any product liability issues in Japan relating to the Product or the bulk substance of Compound or Semi-Product, as the case may be, supplied to Eisai pursuant to this Article 5 in the event and to the extent related to a breach of the warranty set forth in Article 5.4(b) at its own expense and subject to Article 5.5. 5.5 Radius’ obligations with respect to product liability in the Territory and Japan shall include the following responsibilities, each to be taken at Radius’ expense: (a) Radius shall report, at its expense, to appropriate authorities, in accordance with local requirements, all adverse events related to use of the Product in the Territory or Japan. Eisai shall provide to Radius, upon Radius’ request, reasonable assistance in connection with the reporting of all of adverse events, responding to safety queries and assessing safety issues, in each case, to the extent related to the Product in Japan. Adverse events shall be recorded in a single, centralized database, which shall be held and owned by Radius. Radius will provide, upon request by Eisai, any safety information in Radius’ control and reasonably required by Eisai in connection with the development and commercialization of the Product in Japan and all reasonable assistance in responding to safety queries related to the Product and in assessing safety issues related to the Product in Japan. Details of safety reporting activities relating to the Product will be addressed in a pharmacovigilance contract, which the Parties shall enter into after the Effective Date. (b) In the event that (i) Radius determines that an event, incident, or circumstance may result in the need for a recall or other removal of the Product or any lot or lots thereof from the market; (ii) any regulatory authority in the Territory threatens to remove a Product from the market; or (iii) any regulatory authority in the Territory requires distribution of a “Dear Doctor” letter or its equivalent regarding the use of Product, Radius shall promptly advise Eisai in writing, and shall provide Eisai with copies of all relevant correspondence, notices and the like. Notwithstanding anything the contrary herein, Radius shall have final authority to make all decisions relating to any recall, market withdrawal or other corrective action with respect to the Product in the Territory. After establishing SC pursuant to Article 3.5, all decisions relating to any recall, market withdrawal or other corrective action with respect to the Product shall be decided by the SC as set forth in Article 3.6; provided that in the event that the Parties take different positions with respect to recall, market withdrawal or other corrective action with respect to the Product, then Radius shall have the right to cease supplying bulk substance of Compound or Semi-Product to Eisai for Japan if, after good faith discussions with Eisai, Radius reasonably believes that that continued supply to Eisai exposes Radius to liability as a result of its decision with respect to the Territory. If Radius elects to cease supply, it will terminate supply in an orderly manner, as soon as practical and in accordance with a schedule agreed to by Eisai and Radius. In the event of a recall, market withdrawal or other corrective action with respect to the Product in Japan, and at Radius’ request, Eisai shall provide reasonable assistance to Radius, at Radius’ cost and expense, in conducting any such recall, market withdrawal or other corrective action with respect to the Product in Japan. 5.6 THE WARRANTY IN SECTION 5.4(b) IS IN LIEU OF ANY OTHER WARRANTY WITH RESPECT TO THE PRODUCT, BULK SUBSTANCE OF COMPOUND OR SEMI-PRODUCT SUPPLIED BY RADIUS HEREUNDER, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).
Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.
Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.
Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

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