Commitment to Optimize Supply Relationship Sample Clauses

Commitment to Optimize Supply Relationship. The Parties acknowledge and agree that one of the goals of this Agreement is to provide for the efficient ordering, manufacture and supply by Arena of the Finished Products ordered by Eisai on a timely basis and meeting all requirements of this Agreement, so that each Party benefits from such manufacturing and Eisai’s subsequent Commercialization. In support of achieving such goals, the Parties shall, within 90 days after the Effective Date, establish a manufacturing working group, comprised of appropriate individuals with necessary expertise and authority, to meet (by telephone or as otherwise agreed by the Parties) on a regular basis to coordinate forecasting, ordering and delivery planning and execution and to discuss manufacturing and supply matters (the “Manufacturing Working Group”). The Manufacturing Working Group shall have reasonable written guidelines and procedures to facilitate regular and efficient communications and to keep appropriate records of the interactions and decisions. If any aspect of the forecasting, ordering, delivery or other supply-related provisions set forth above in this Article 6 is determined, based on experience in operating under such provisions, to impact negatively a Party in its efforts to achieve the goals set forth above, then at such Party’s request the Manufacturing Working Group shall meet and discuss reasonably and in good faith, and seek to agree on, appropriate modifications to such aspect of the provisions, and shall present any such agreed modifications to the Parties, who shall seek to agree on a written amendment to this Agreement modifying such provisions in a manner that better provides for the more efficient ordering, manufacture and supply of Finished Product to Eisai by Arena. For example, a longer shelf life for Finished Product delivered to Eisai may be requested by Eisai and accommodated by Arena, and greater flexibility with respect to delivery dates for Finished Product may be requested by Arena and accommodated by Eisai, in each case, as the Parties may agree in a written amendment in furtherance of the goals set forth above. In addition, if either Party desires to manufacture a Finished Product in an alternative presentation or packaging configuration (e.g., different number of tablets per bottle), at such Party’s request, the Manufacturing Working Group shall discuss in good faith the implementation of such alternative presentation or configuration. The Manufacturing Working Group shall work in...
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Commitment to Optimize Supply Relationship. The Parties acknowledge and agree that one of the primary goals of this Agreement is to provide for the efficient ordering, manufacture and supply by Lonza of Altus' requirements of each of the Bulk Product Components on a timely basis and at a low cost so that Altus may maximize the return on sale of Final Products, and also that Lonza achieves a reasonable profit on such manufacturing activity and is able, if applicable, to maximize the utilization of the Lonza Facilities. In support of achieving such goals, each Party agrees that, if any aspect of the specific forecasting and ordering provisions as set forth above in this Article 3 is determined, based on experience in operating under such provisions, to impact negatively a Party in its efforts to achieve the above goal, then at such Party's request the Parties shall meet and discuss in good faith appropriate modifications to such aspect of the provisions and shall seek to agree on an amendment to such provisions that better provides for the more efficient ordering and supply of Bulk Product Components to Altus by Lonza. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
Sample 1
Commitment to Optimize Supply Relationship. The Parties acknowledge and agree that one of the goals of this Agreement is to provide for the efficient ordering, manufacture and supply by Arena of the Finished Products ordered by Eisai on a timely basis and meeting all requirements of this Agreement, so that each Party benefits from such manufacturing and Eisai’s subsequent Commercialization. In support of achieving such goals, the Parties have established a manufacturing working group, comprised of appropriate individuals with necessary expertise and authority, to meet (by telephone or as otherwise agreed by the Parties) on a regular basis to coordinate forecasting, ordering and delivery planning and execution and to discuss manufacturing and supply matters (the “Manufacturing Working Group”). The Manufacturing Working Group shall have reasonable written guidelines and
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Commitment to Optimize Supply Relationship 
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Related to Commitment to Optimize Supply Relationship

  • No Agency Relationship Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.

  • Agency Relationship Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Trust or the Fund, except as otherwise contemplated herein.

  • Independent Contractor Relationship Consultant and the Company are independent contractors and nothing contained in this Agreement shall be construed to place them in the relationship of partners, principal and agent, employer/employee or joint ventures. Neither party shall have the power or right to bind or obligate the other party, nor shall it hold itself out as having such authority.

  • Independent Relationship Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.

  • Depository Relationship To induce the Lender to establish the interest rates provided in the Note, Borrowers will use Lender as its principal depository bank and the Borrowers covenant and agree to maintain Lender as their principal depository bank, including for the maintenance of business, cash management, and operating and administrative deposit accounts.

  • Nature of Relationship The Company acknowledges and agrees that in connection with the offering and the sale of the Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other hand, exists; (ii) the Underwriters are not acting as advisors, experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Notes, and such relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely a commercial relationship, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

  • Commercial Relationship The Employee expressly acknowledges that the Employee’s participation in the Program and the Company’s grant of the Award does not constitute an employment relationship between the Employee and the Company. The Employee has been granted the Award as a consequence of the commercial relationship between the Company and the Company’s Subsidiary in Mexico that employs the Employee, and the Company’s Subsidiary in Mexico is the Employee’s sole employer. Based on the foregoing: (a) the Employee expressly acknowledges that the Program and the benefits derived from participation in the Program do not establish any rights between the Employee and the Subsidiary in Mexico that employs the Employee; (b) the Program and the benefits derived from participation in the Program are not part of the employment conditions and/or benefits provided by the Subsidiary in Mexico that employs the Employee; and (c) any modifications or amendments of the Program or benefits granted thereunder by the Company, or a termination of the Program by the Company, shall not constitute a change or impairment of the terms and conditions of the Employee’s employment with the Subsidiary in Mexico.

  • Parties’ Relationship The parties to the Agreement are independent parties. BNY Mellon, in furnishing the Services, is acting as an independent contractor. BNY Mellon has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by BNY Mellon and its employees, agents, independent contractors and other representatives under the Agreement. At no time shall any such individuals represent himself or herself as an employee of a Fund or be considered an employee of a Fund. BNY Mellon is not a joint venturer with, nor an employee, agent or partner of the Funds and has no authority to represent or bind the Funds as to any matters.

  • Relationship with Lenders The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations or Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt. It shall not be necessary for Agent or any other Lender to be joined as an additional party in any proceeding for such purposes. Nothing in this Agreement and no action of Agent, Lenders or any other Secured Party pursuant to the Loan Documents or otherwise shall be deemed to constitute Agent and any Secured Party to be a partnership, joint venture or similar arrangement, nor to constitute control of any Obligor.

  • Confidential Relationship Any information and advice furnished by any party to this Agreement to the other party or parties shall be treated as confidential and shall not be disclosed to third parties without the consent of the other party hereto except as required by law, rule or regulation. The Manager hereby consents to the disclosure to third parties of (i) investment results and other data of the Manager or the Portfolio in connection with providing composite investment results of the Adviser and (ii) investments and transactions of the Manager or the Portfolio in connection with providing composite information of clients of the Adviser.

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