Existing Supply Sample Clauses

Existing Supply. The Parties shall reasonably cooperate and assist each other in transferring ownership of existing drug product and/or drug substance (such material, collectively, the “Product Lots”) identified in Schedule 7.2 from XENCOR to Licensee as promptly as reasonably practicable following the Effective Date at XENCOR’s sole cost and expense except as provided below; provided that XENCOR shall provide the materials designated as “High Priority” on Schedule 7.2 no later than [***] after the Effective Date. The Product Lots shall be delivered EXW (Ex Works) (Incoterms 2010) at facility designated by XENCOR to Licensee in writing. Any expense for shipment shall be borne by Licensee (including any import or export duties or taxes). Subject to the terms of this Section 7.2 and Section 11.2, XENCOR transfers the Product Lots to Licensee “as is,” and makes no other representation to Licensee in connection therewith. Except for the Product Lots to be transferred to Licensee, Licensee shall be responsible for, and shall bear the cost of, obtaining (whether by Manufacturing or causing to be Manufactured) all research, clinical and commercial supplies of the Licensed Assets and Product(s). After the Effective Date, Licensee shall be responsible for all costs and expenses in connection with the storage of, and any stability studies performed on, the Product Lots. XENCOR shall have no obligation to supply or provide the Licensed Asset or Products other than the transfer of the Product Lots as set forth in this Section 7.2.
Sample 1Sample 2
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Existing Supply. Clearside currently obtains Clearside Devices from Gerresheimer Regensburg GMBH (the “Existing Supplier”). Clearside will ensure material compliance at all times with the terms of its agreement with the Existing Supplier, and will ensure that such agreement is not terminated unless and until: (a) REGENXBIO has provided its prior written consent (not to be unreasonably withheld); and (b) either (i) REGENXBIO has entered into its own agreement with the Existing Supplier for supply of the Clearside Devices or (ii) Clearside has established and qualified another supplier for the Clearside Devices that is acceptable to REGENXBIO (in REGENXBIO’s reasonable discretion). Upon REGENXBIO’s reasonable Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. request, Clearside will facilitate negotiations between the Existing Supplier and REGENXBIO with respect to an agreement for supply of the Clearside Devices.
Sample 1
Existing Supply. Clearside currently obtains the Clearside Devices from one or more contract manufacturing organizations (the “Existing Suppliers”). Clearside will ensure: (i) material compliance at all times with the terms of its agreements with the Existing Suppliers (the “Existing Supply Agreements”); (ii) that any Clearside failure to comply with an Existing Supply Agreement does not materially adversely impact BioCryst; and (iii) that such Existing Supply Agreements are not terminated unless and until either (A) BioCryst has entered into its own agreement with any Existing Supplier for supply of the Clearside Devices or (B) Clearside has established and qualified another supplier for the Clearside Devices. In the event of a Supply Failure (as defined below), upon BioCryst’s reasonable request, Clearside will facilitate negotiations between the Existing Supplier and BioCryst with respect to an agreement for supply of the Clearside Devices.
Sample 1

Related to Existing Supply

  • Supply Agreement During the period of two (2) years following the Trigger Date (the “Tail Period”), if a member of the Newco Group (the “Newco Purchaser”) reduces in any given six-month period (which period starts at any point of time after the Trigger Date) the GE Sourcing Costs Share with respect to any Seller Good that it purchases from a member of the GE Group (the “GE Supplier”) pursuant to the Supply Agreement by thirty percent (30%) as compared to the GE Sourcing Costs Share with respect to such Seller Good purchased from GE Supplier in the most recently completed calendar year prior to the Trigger Date, and the GE Supplier (a) has available capacity to supply such Seller Good pursuant to the Supply Agreement and (b) is not in material breach of the Supply Agreement (which such breach is incapable of being satisfied or cured by the GE Supplier within thirty (30) calendar days following receipt of written notice from the Newco Purchaser of such breach), then Section 1 shall no longer restrict the GE Supplier from selling such Seller Good during the remainder of the Tail Period. Upon reasonable request from the applicable GE Supplier, Newco shall, or shall cause the applicable Newco Purchaser to, provide to the applicable requesting GE Supplier, in reasonable detail, the GE Sourcing Costs Share with respect to applicable time periods. For purposes of this Section 4, “GE Sourcing Costs Share” means the quotient of (a) the amount of the sourcing costs incurred by the Newco Purchaser with respect to any Seller Good (as defined in the Supply Agreement) purchased by the Newco Purchaser from the GE Supplier in any given period of time divided by (b) the aggregate amount of the sourcing costs incurred by the Newco Group with respect to such Seller Good purchased by the Newco Group from the GE Group and third party suppliers in the same period of time.

  • Termination Notice and Procedure Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

  • CONTRACT TERMS AND CONDITIONS This section sets forth the terms and conditions of the Contract.

  • Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Xxxxxx and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Xxxxxx, the contract may be further extended as needed, not to exceed a total of six (6) months.

  • ACCEPTANCE OF CONTRACT/TERMS AND CONDITIONS (a) This Contract integrates, merges, and supersedes any prior offers, negotiations, and agreements concerning the subject matter hereof and constitutes the entire agreement between the parties. (b) SELLER's acknowledgment, acceptance of payment, or commencement of performance, shall constitute SELLER's unqualified acceptance of this Contract. (c) Unless expressly accepted in writing by LOCKHEED XXXXXX, additional or differing terms or conditions proposed by SELLER or included in SELLER's acknowledgment are objected to by LOCKHEED XXXXXX and have no effect. (d) The headings used in this Contract are inserted for the convenience of the parties and shall not define, limit, or describe the scope or the intent of the provisions of this Contract.

  • LETTER OF INTENT You can reduce the sales charge you pay on Class A shares by investing a certain amount over a 13-month period. Please indicate the total amount you intend to invest over the next 13-months. □ $50,000 □ $100,000 □ $250,000 □ $500,000 □ $1,000,000 or more If you already own Class A shares of Catalyst Funds you may already be eligible for a reduced sales charge on Class A share purchases. Please provide the eligible account number(s) below to qualify (if eligible). Account No. Account No. □ Net Asset Value (NAV). I have read the prospectus and qualify for a complete waiver of the sales charge on Class A shares. Registered representatives may complete the Dealer Information section as proof of eligibility. Reason for Waiver:

  • Framework Agreement 4.1.2.1 The Parties shall enter into a Framework Agreement within 28 days after the Contractor receives the Letter of Acceptance, unless the Particular Conditions establish otherwise. The Framework Agreement shall be based upon FORM No. 3 – FRAMEWORK AGREEMENT annexed to the Particular Conditions. The costs of stamp duties and similar charges (if any) imposed by law in connection with entry into the Framework Agreement shall be borne by the Procuring Entity. 4.1.2.2 The Framework Agreement establishes the terms and conditions that will govern the contract awarded during the term of the Framework Agreement. The Framework Agreement establishes for the procurement works by package as and when required, over the specified period of time. The Framework Agreement does not commit a Procuring Entity to procure, nor a Firm to supply. The Framework Agreement allows the Procuring Entity to call the Contractor to commence the works on a particular package in a specified location within the duration of the agreement. 4.1.2.3 This Framework Agreement does not guarantee the contractor of being called for a contract to start and no commitment is made with regard to possible number of packages to carry out. 4.1.2.4 This Framework Agreement does exclude the Procuring Entity from the right to procure the same Works from other firms. 4.1.2.5 This Framework Agreement does not stop the Procuring Entity from removing the contractor from the same Agreement. 4.1.2.6 FAs shall be established for a maximum period of three (3) years. The Procuring Entity may with the Consent of the Contractor extend this Agreement if the agreement period is less than three (3) years, if the initial engagement has been satisfactory. 4.1.2.7 Call-off Contracts; for work on a package to start, the Procuring Entity shall issue a notice of acceptance of a particular package requesting the contractor to furnish a Performance Security and to start the works thereafter, and providing the contractor with details of location where the works, are to be carried out. The call-off statement shall specify the objectives, tasks, deliverables, timeframes and price or price mechanism. The price for individual call-off contracts shall be based on the prices detailed in the Framework Agreement.

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

  • Negotiated Agreement This Agreement has been arrived at through negotiation between the parties. Neither party is the party that prepared this Agreement for purposes of construing this Agreement under California Civil Code section 1654.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT. 8.02 In the event of termination of either a Purchase Order or this Agreement, the payment of monies due CONSULTANT for work performed prior to the effective date of such termination shall be paid within thirty (30) days after receipt of an invoice as provided in this Agreement. Upon payment for such work, CONSULTANT agrees to promptly provide to WESTERN all documents, reports, purchased supplies and the like which are in the possession or control of CONSULTANT and pertain to WESTERN.

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