Definitive Supply Agreement. The Parties agree to negotiate in good faith the terms of a definitive supply agreement with regard to the Development Compounds (and their associated Licensed Products) under which one Party may manufacture and supply such Development Compounds to the other Party, which supply agreement shall contain terms and conditions customary in the industry, including without limitation those relating to quality control, records, storage and inspection. Regardless of whether Lundbeck synthesizes and manufactures the Development Compounds, or said Development Compounds are synthesized and manufactured by Cephalon, Lundbeck will be responsible for manufacturing the finished, packaged Licensed Products to be marketed and sold in the Territory, and Cephalon will be responsible for manufacturing the finished, packaged Licensed Products to be marketed and sold outside the Territory.
Definitive Supply Agreement. The Parties agree to negotiate in good faith the terms of a definitive supply agreement with regard to the manufacture and supply by Cephalon (and the JMT's designee pursuant to Section 3.3(b)(iii)) of (i) Development Compounds (and their associated Licensed Products) or Cephalon Compounds (and their associated Licensed Products) under joint or Sole development in both the Joint Territory and the Exclusive Territory, (ii) Bulk Licensed Product in the Exclusive Territory, and (iii) finished and packaged Licensed Products in the Joint Territory. Such supply agreement shall contain terms and conditions customary in the industry, including without limitation those relating to quality control, warranties, records, storage and inspection. Sanofi-Synthelabo shall be responsible for final packaging and labeling of Licensed Product to be marketed and sold in the Exclusive Territory.
Definitive Supply Agreement. The Parties shall, within [●] days upon the written request of either Party, discuss and enter into a definitive supply agreement to set forth full details of the supply of Products by one Party to the other Party under this Agreement. INTELLECTUAL PROPERTY Ownership As of the Closing, CMS or its Designated Party shall own or be deemed to own all assets, title, right or access to or of the Know-how and other Intellectual Property as described in the Clause 3.1, whether such Intellectual Property has been transferred or assigned as of the Closing or is developed or acquired after the Closing. Notwithstanding the foregoing, the Company or its Affiliates shall own and retain all right, title and interest in any Know-how and other Intellectual Property in the Licensed Assets. Management of IP and Know-how CMS shall be responsible for the management of the Know-how and other Intellectual Property relating to the Product in the Territory in accordance with this Clause. The Company shall, at CMS’s or the Designated Party’s reasonable request, and at CMS’s sole cost and expense, provide reasonable assistance in connection with such management. CMS or the Designated Party shall have the right, but not the obligation, to file, prosecute, maintain, defend and enforce any IP and Know-how as described in the Clause 3.1 in or for the Territory, at its sole cost and expense and through counsel of its own choice. CMS shall, and shall cause the Designated Party to, discuss with the Company with respect to such actions and shall in good faith take the Company’s comments into account. Each Party shall inform the other Party of the status of Intellectual Property in a timely manner. In case the Company decides to file an Intellectual Property application pertaining to the Products with the competent Regulatory Authority, it shall promptly advise CMS and if permitted by Applicable Law and Regulations, use Commercially Reasonable Efforts to take into account and materialize the possibility and strategy of extending and introducing such IP to the Territory (“Extended IP”), whether under the domestic or international patent application system, provided that the cost and expense relating to such Extended IP filing will be borne by CMS. CMS shall have the final right to determine whether such Extended IP filing shall be made in the name of CMS or the Company, in whichever case howsoever, the Company shall or shall cause its Affiliates to provide in a timely manner the necessary doc...
