Alternate Manufacturer Sample Clauses

Alternate Manufacturer. AM shall have the right to contract with Third Parties to manufacture Agent for supply to Cytogen, provided that AM shall remain liable to Cytogen for its obligations hereunder and the action or inaction of any such Third Party.
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Alternate Manufacturer. Following the Effective Date, Novartis and Prometheus shall work together in good faith to reasonably determine whether an alternative supplier of the Products (an “Alternate Manufacturer”) is appropriate or necessary at any time during the Term. If agreed upon by both Parties, Novartis and Prometheus shall cooperate in good faith to perform all necessary activities required to establish and qualify such Alternate Manufacturer.
Sample 1
Alternate Manufacturer. Prior to selecting a Third Party as an Alternate Manufacturer, HMI will confer with Supplier and reasonably consider Supplier’s comments with respect thereto, including with respect to any concerns regarding protection of Know-How to be transferred to such Third Party for manufacturing the relevant Product(s). Following a Technology Transfer to the applicable Alternate Manufacturer(s), HMI shall not, and shall not permit the applicable Alternate Manufacturer(s) to, further transfer to any other CMO the transferred Know-How so as to enable such other CMO to Manufacture any applicable Product(s), provided that the foregoing restriction on transfer of Know-How shall not apply to CMO(s) that HMI may engage to Manufacture a Commercial Product pursuant to Section 2.3(b) or Section 2.3(c).
Sample 1
Alternate Manufacturer. The Manufacturing Agreement shall permit CytRx to utilize an alternate manufacturer in the event ABL or its Affiliate is unable or unwilling to meet all of the supply requirements for the HIV Vaccine for any reason for more than an agreed to period of time. In that event, ABL or its Affiliate shall provide a royalty-free license to the alternate manufacturer for any manufacturing processes required to produce the HIV Vaccine.
Sample 1
Alternate Manufacturer. In the event the Manufacturer is unable to supply Customer for a period of more than thirty (30) consecutive days (or more than forty-five (45) days in any twelve (12) month period), whether due to circumstances beyond its control, Force Majeure (as hereinafter defined) or for any other reason, Customer may, without limitation of any other rights or remedies Customer may have under this Agreement or by Law, cancel any outstanding partial or whole Purchase Order(s). The volume of any such cancelled Purchase Order(s), together with the volume of comparable material purchased from a third party or manufactured by Customer for its own benefit while the Manufacturer is unable for any reason to supply Customer on a timely basis, will be credited against any minimum purchase obligation and included for purposes of determining the applicable volume rebate percentage to be applied to the total volume of Products invoiced by the Manufacturer to Customer. In addition, the Manufacturer will disclose and deliver to Customer or an alternate supplier, any know-how and other information, and grant any license and/or sub-license that is/are necessary for the manufacture of the Products under substantially the same terms and conditions of confidentiality as set forth in Section 17. In addition, the Manufacturer will pay Customer on Customer’s demand (i) the amount by which the cost of such procurement or manufacture exceeds the Price for the Products hereunder (to a maximum cost of one hundred and ten percent (110%) of the Price), except that this amount under subsection (i) will not be charged if the Manufacturer’s inability to supply is caused directly by a reason that meets the definition of Force Majeure, as defined in this Agreement, and (ii) all incremental freight or redeployment costs associated with such deficiency.
Sample 1

Related to Alternate Manufacturer

  • Shipment Dell will ship the APEX System to the Site when included as part of the APEX Service. The terms and process for shipment and delivery of the APEX System will be stated in the applicable Service Offering Description.

  • API If the Software offers integration capabilities via an API, your use of the API may be subject to additional costs or Sage specific policies and terms and conditions (which shall prevail in relation to your use of the API). You may not access or use the API in any way that could cause damage to us or the Software, or in contravention of any applicable laws. We reserve the right in our sole discretion, to: (i) update any API from time to time; (ii) place limitations around your use of any API; and (iii) deny you access to any API in the event of misuse by you or to otherwise protect our legitimate interests.

  • Supplier Selection If Customer selects a seat or galley supplier that is not on the Boeing recommended list, such seat or galley will become BFE and the provisions of Exhibit A, Buyer Furnished Equipment Provisions Document, of the AGTA will apply.

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

  • Product Testing Upon request, Customer shall provide Operator a laboratory report for each Product delivery by Customer or Customer’s supplier. Operator will not be obligated to receive Contaminated Product for throughput across the Berths, nor will Operator be obligated to accept Product that fails to meet the quality specifications set forth in the arrival notice.

  • Non-Conforming Product If Reliant notifies Cardinal Health during the Review Period that the Manufacturing Sample does not conform to the warranty set forth in Section 13.1 and Cardinal Health agrees with Client’s determination, Client shall not be responsible to pay for such batch (the “Defective Product”), and Cardinal Health shall, at Reliant’s option, either (A) replace any Batch of non-conforming Product, or (B) credit any payments made by Reliant for such Batch. If Cardinal Health does not agree with Reliant’s determination that such Product fails to meet the warranty set forth in Section 13.1, then after reasonable efforts to resolve the disagreement, the Parties shall cause a mutually acceptable independent third party to review records, test data and to perform comparative tests and/or analyses on the Manufacturing Sample. The results of the independent review shall be final and binding. Unless otherwise agreed to by the Parties in writing, the costs associated with such testing and review shall be borne by the non-prevailing Party. THE OBLIGATION OF CARDINAL HEALTH TO (A) REPLACE DEFECTIVE PRODUCT IN ACCORDANCE WITH THE SPECIFICATIONS OR CREDIT PAYMENTS MADE BY RELIANT FOR DEFECTIVE PRODUCT AND (B) REIMBURSE RELIANT FOR API LOST IN THE DEFECTIVE BATCH, SUBJECT TO THE LIMITATIONS IN ARTICLE 15.1, SHALL BE RELIANT’S SOLE AND EXCLUSIVE REMEDY (WITHOUT PREJUDICE TO ANY INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.1 OR THE OBLIGATIONS OF SECTION 10.6 (RECALL)) UNDER THIS ARTICLE FOR DEFECTIVE PRODUCT AND IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

  • Product Specifications The Company agrees that all Products sold to Xxxx hereunder shall conform to the respective specifications set forth on Schedule A or to such other specifications as are from time to time agreed upon by the Parties.

  • Defective Product Seller must guarantee a return for all defective products. a) Goods rejected by Buyer for whatever reason shall be held, transported and/or stored at Seller’s sole expense. Seller shall promptly reimburse Buyer for any such expenses. B) Defective product purchase COD will be returned COD to Seller or COD check will be cancelled, at Buyer’s discretion. c) Seller is responsible for all costs associated RoHS noncompliance returns and will accept a full return for all parts not meeting RoHS compliance criteria if necessary. d) Seller is 100% responsible for all monetary and/or rework costs associated with product failures in addition to any further cost whatsoever associated with product failures. e) If suspect parts/counterfeit parts are furnished under this agreement such parts shall be impounded by Buyer. Buyer may provide a sample batch Supplier for verification and authentication. In addition, Buyer reserves the right to send such items to the appropriate manufacturer and appropriate authorities for investigation. f) Seller shall be liable for all costs relating to impound, investigation, removal, or replacement of suspect/counterfeit parts.

  • Supplier A manufacturer, fabricator, distributor, supplier, or vendor of goods or equipment in connection with the Work, or any other party having a Contract or Purchase Order with the Contractor or with a Subcontractor to furnish materials or equipment to be incorporated in the Work by the Contractor or a Subcontractor.

  • Equipment, Etc Each Grantor shall, (i) within ten (10) days after a written request by the Administrative Agent, in the case of Equipment now owned, and (ii) following a request by the Administrative Agent pursuant to subclause (i) above, within ten (10) days after acquiring any other Equipment, deliver to the Administrative Agent, any and all certificates of title, and applications therefor, if any, of such Equipment and shall cause the Administrative Agent to be named as lienholder on any such certificate of title and applications. No Grantor shall permit any such items to become a fixture to real estate or an accession to other personal property unless such real estate or personal property is the subject of a fixture filing (as defined in the UCC) creating a first priority perfected Lien in favor of the Administrative Agent.

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