Common use of Dedicated Equipment Costs Clause in Contracts

Dedicated Equipment Costs. The parties anticipate that certain specialized and dedicated equipment (“Dedicated Equipment”) will be required to manufacture the Product for Theravance. The list of such Dedicated Equipment and Hospira’s estimate of the purchase cost is attached in Exhibit 5.5. Hospira shall obtain firm quotes from one or more equipment manufacturers and advise Theravance of the overall costs to be incurred in connection with the purchase, installation and validation of such Dedicated Equipment. After Theravance approves such costs, which approval shall not be unreasonably withheld, Hospira shall install and validate the Dedicated Equipment and xxxx Theravance for the associated costs. Theravance shall make payment to Hospira no later than [***] days after Theravance receives Hospira’s invoice for the same. Title to the Dedicated Equipment shall be in Theravance’s name. Hospira shall label such Dedicated Equipment as Theravance property and evidencing Theravance’s ownership interests. Hospira shall use commercially reasonable efforts to maintain the Dedicated Equipment in good condition, normal wear and tear excepted. The parties shall address all issues involving warranty repairs or replacement with the equipment supplier by mutual accord. Hospira shall use Dedicated Equipment only in connection with the manufacture the Product; provided, however, that if Hospira wishes to use such Dedicated Equipment for manufacture of any product(s) other than the Product, Hospira and Theravance shall meet and discuss the technical and practical ramifications of such use and appropriate compensation to Theravance. ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Dedicated Equipment Costs. The parties anticipate that certain If non-standard, specialized and dedicated equipment (“Dedicated Equipment”including, but not limited to specialized equipment to manufacture Products) will be is required to manufacture the Product Products for Theravance. The list MediciNova, Hospira shall pay the cost of such Dedicated Equipment and Hospiraequipment subject to MediciNova’s estimate prior approval of the purchase cost is attached in Exhibit 5.5such costs. Hospira shall obtain firm quotes from one or more advise MediciNova of specialized equipment manufacturers that is unique to and advise Theravance required for the Project and the manufacture of the overall Products and the estimated costs to be incurred in connection associated with the purchase, installation and validation of such Dedicated Equipmentequipment. After Theravance MediciNova approves such costs, which approval shall not be unreasonably withheld, Hospira shall install and validate the Dedicated Equipment equipment and xxxx Theravance bilx XxdiciNova for the associated costs. Theravance MediciNova shall make payment to Hospira no later than [***] thirty (30) days after Theravance MediciNova receives an invoice from Hospira’s invoice for the same. Title to the Dedicated Equipment equipment shall be in TheravanceMediciNova’s name. Hospira All such equipment paid for by MediciNova shall label such Dedicated Equipment as Theravance property and evidencing Theravance’s ownership interests. Hospira shall use commercially reasonable efforts to maintain the Dedicated Equipment in good condition, normal wear and tear excepted. The parties shall address all issues involving warranty repairs or replacement with the equipment supplier be owned solely by mutual accord. Hospira shall use Dedicated Equipment only in connection with the manufacture the ProductMediciNova; provided, however, that if such equipment shall remain at Hospira’s [***] facility (or such other Hospira facility mutually agreed to by the parties) and shall be available for Hospira’s use solely in connection with the manufacture of Products for MediciNova. Hospira shall not use such equipment for any other purpose, shall not transfer such equipment to any third party or other location, shall not purport to convey or grant to any third party an interest in such equipment and shall not take any action inconsistent with MediciNova’s ownership of such equipment. During the term of this Agreement, Hospira shall be responsible for maintaining, servicing and insuring such equipment to the same extent and in the same manner as Hospira maintains services and insures its own equipment. Hospira shall maintain appropriate records regarding the use, maintenance and service of such equipment. If Hospira wishes to use such Dedicated Equipment the specialized equipment for manufacture of any product(s) products other than the ProductProducts for MediciNova, Hospira shall promptly notify MediciNova, and Theravance Hospira and MediciNova shall meet and discuss the technical and practical ramifications of such use and appropriate compensation to Theravance. ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSMediciNova, provided MediciNova may withhold its consent for such use in its sole discretion.