Allocation of Commercial Cost of Goods Manufactured Sample Clauses

Allocation of Commercial Cost of Goods Manufactured. (i) Supply by Lead Manufacturing Party for Commercialization by Lead Manufacturing Party. If the Lead Manufacturing Party for the Licensed Product is also the Lead Distribution Party for such Licensed Product in the applicable portions of the Territory, then, with respect to the Manufacture and supply of such Licensed Product for use in the Commercialization activities hereunder by or on behalf of such Lead Distribution Party (or its respective Affiliates), the Cost of Goods Manufactured (based on the Estimated COGS and reconciliations for the applicable Calendar Year as set forth in Section 7.4.5(a)) shall be included in Allowable Commercialization Costs (even if not included in the Commercialization Budget) to the extent such quantities of Licensed Product were in accordance with the Manufacturing Plan. (ii) Supply by Lead Manufacturing Party for Commercialization by Other Party. If the Lead Manufacturing Party is supplying Licensed Product to the other Party (for those portions of the Territory where such other Party is the Lead Distribution Party) for use in the Commercialization activities hereunder pursuant to a Merck Supply Agreement or SeaGen Supply Agreement, as applicable, then such Licensed Product shall be supplied to the Lead Distribution Party under such supply agreement at the Cost of Goods Manufactured (based on the Estimated COGS and reconciliations for the applicable Calendar Year as set forth in Section 7.4.5(a)) (and such costs incurred by the Lead Manufacturing Party shall not be separately included in Allowable Commercialization Costs); provided that, for clarity, any such amounts paid by the Lead Distribution Party to the Lead Manufacturing Party under a Merck Supply Agreement or SeaGen Supply Agreement, as applicable, shall be included in Allowable Commercialization Costs (even if not included in the Commercialization Budget) of the Lead Distribution Party.
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Related to Allocation of Commercial Cost of Goods Manufactured

  • Particular Methods of Procurement of Goods and Works International Competitive Bidding. Goods and works shall be procured under contracts awarded on the basis of International Competitive Bidding.

  • Other Methods of Procurement of Goods and Works The following table specifies the methods of procurement, other than International Competitive Bidding, which may be used for goods and works. The Procurement Plan shall specify the circumstances under which such methods may be used: (a) National Competitive Bidding (b) Shopping (c) Direct Contracting

  • Particular Methods of Procurement of Goods Works and Services (other than Consultants’ Services)

  • Preference for domestically manufactured goods The provisions of paragraphs 2.54 and 2.55 of the Guidelines and Appendix 2 thereto shall apply to goods manufactured in the territory of the Borrower.

  • Other Methods of Procurement of Goods and Works. The following table specifies the methods of procurement, other than International Competitive Bidding, which may be used for goods and works. The Procurement Plan shall specify the circumstances under which such methods may be used: (a) National Competitive Bidding (b) Shopping (c) Direct Contracting

  • Procurement of Goods and Works Except as ADB may otherwise agree, Goods and Works shall only be procured on the basis of the methods of procurement set forth below:

  • Supply of Goods 6.1 In consideration of UKRI’s agreement to pay the Charges, the Supplier shall supply all Goods in accordance with the Agreement and any Contract. In particular, the Supplier warrants that the Goods shall: (a) conform with their description in the specifications (including the Specification), drawings, descriptions given in quotations, estimates, brochures, sales, marketing and technical literature or material (in whatever format made available by the Supplier) supplied by, or on behalf of, the Supplier; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by UKRI, expressly or by implication, and in this respect UKRI relies on the Supplier's skill and judgement. The Supplier acknowledges and agrees that the approval by UKRI shall not relieve the Supplier of any of its obligations under this sub-clause; (c) where applicable, be free from defects (manifest or latent), in materials and workmanship and remain so for 12 months after Delivery; (d) be free from design defects; (e) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; (f) be supplied in accordance with all applicable legislation in force from time to time; and (g) be destined for supply into, and fully compliant for use in, the United Kingdom (unless specifically stated otherwise in the Specification). 6.2 In supplying the Goods, the Supplier shall co-operate with UKRI in all matters relating to the supply of the Goods and comply with all of UKRI’s instructions. 6.3 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Agreement. 6.4 UKRI and its representatives shall have the right to inspect and test the Goods at any time before Delivery. 6.5 If following such inspection or testing UKRI considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 6.1, UKRI shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 6.6 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under this Agreement, and UKRI shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions. 6.7 UKRI’s rights under the Agreement are without prejudice to and in addition to the statutory terms implied in favour of UKRI under the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982 and any other applicable legislation as amended.

  • Product Quality (a) Tesoro warrants that all Products delivered under this Agreement or any Purchaser Order shall meet the latest applicable pipeline specifications or otherwise mutually agreed upon specifications for that Product upon receipt at the applicable Terminal and contain no deleterious substances or concentrations of any contaminants that may make it or its components commercially unacceptable in general industry application. Tesoro shall not deliver to any of the Terminals any Products which: (i) would in any way be injurious to any of the Terminals; (ii) would render any of the Terminals unfit for the proper storage of similar Products; (iii) would contaminate or otherwise downgrade the quality of the Products stored in commingled storage; (iv) may not be lawfully stored at the Terminals; or (v) otherwise do not meet applicable Product specifications for such Product that are customary in the location of the Terminal. If, however, there are Products that do not have such applicable specifications, the specifications shall be mutually agreed upon by the Parties. Should Tesoro’s commingled Products not meet or exceed the minimum quality standards set forth in this Agreement or any applicable Terminal Service Order, Tesoro shall be liable for all loss, damage and cost incurred thereby, including damage to Products of third parties commingled with Tesoro’s unfit Products. (b) TLO shall have the right to store compatible Products received for Tesoro’s account with Products belonging to TLO or third parties in TLO’s commingled storage tanks. TLO shall handle Tesoro’s fungible Products in accordance with TLO’s prevailing practices and procedures for handling such Products. The quality of all Products tendered into commingled storage for Tesoro’s account shall be verified either by Tesoro’s refinery analysis or supplier’s certification, such that Products so tendered shall meet TLO’s Product specifications. All costs for such analysis shall be borne solely by Tesoro. TLO shall have the right to sample any Product tendered to the Terminals hereunder. The cost of such sampling shall be borne solely by TLO. All Products returned to Tesoro shall meet or exceed Product specifications in effect on the date the Products are delivered to Tesoro. Notwithstanding any other provision herein, any and all Products that leave the Terminals shall meet all relevant ASTM, EPA, federal and state specifications, and shall not leave the Terminals in the form of a sub-octane grade Product. (c) TLO shall exercise reasonable care to ensure that all Products delivered by third parties into commingled storage with Tesoro’s Products meet applicable Product specifications for such Product that are customary in the location of the Terminal. In the event that Tesoro’s Products are commingled with third-party Products that do not meet or exceed the minimum quality standards set forth in this Agreement or any Terminal Service Order, TLO shall be liable for all loss, damage and cost incurred thereby.

  • RE-WEIGHING PRODUCT Deliveries are subject to re- weighing at the point of destination by the Authorized User. If shrinkage occurs which exceeds that normally allowable in the trade, the Authorized User shall have the option to require delivery of the difference in quantity or to reduce the payment accordingly. Such option shall be exercised in writing by the Authorized User.

  • Product Changes Vocera shall have the right, in its absolute discretion, without liability to End User, to update to provide new functionality or otherwise change the design of any Product or to discontinue the manufacture or sale of any Product. Vocera shall notify End User at least 90 days prior to the delivery of any Product which incorporates a change that adversely affects form, fit or function (“Material Change”). Vocera shall also notify End User at least 90 days prior to the discontinuance of manufacture of any Product. Notification will be made as soon as reasonably practical for changes associated with regulatory or health and safety issues.

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