Fulfillment of Purchase Orders. Except as otherwise provided in this Agreement, Acorda shall use Commercially Reasonable Efforts to produce and supply to Licensee its requirements of the Product as set forth in and in response to Purchase Orders, within [*****] of the Purchase Order (or such later delivery date as set forth in the Purchase Order), or [*****] for Launch Stocks or samples (or such later delivery date as set forth in the Purchase Order and subject to any required extension due to the lead times of specific components of samples). Notwithstanding the foregoing, Acorda shall have no obligation to supply Product, unless otherwise mutually agreed upon by the Parties:
(a) for any Firm Period, in excess of Licensee’s Forecast for such Firm Period (but Acorda will nevertheless use its Commercially Reasonable Efforts to fulfill Licensee’s requirements in excess of such amounts, having regard to its and its Third Party manufacturers’ manufacturing capacity and ability);
(b) for less than a minimum order of [*****], or such other minimum amount as may be required by Acorda’s Third Party manufacturers.
(c) in partial Batches;
(d) where Product is supplied by Elan and where [*****] of the Manufacturing Cost (as defined in the Elan Supply Agreement) would exceed the Transfer Price; provided, that in such case, Acorda shall use Commercially Reasonable Efforts to supply Product using a Second Source (as defined in the Elan Supply Agreement); or
(e) pursuant to a Purchase Order which does not conform in all material respects to the terms of this Agreement; provided, that, if Acorda does supply Product pursuant to such a Purchase Order in its absolute discretion, that fulfillment shall not affect Acorda’s right to refuse to fulfill any subsequent Purchase Order which does not comply in all material respects with this Agreement.
Fulfillment of Purchase Orders. If this Agreement is terminated as provided in Section 11.2(a) (Termination of License Agreement) other than the termination of the License Agreement due to the material breach or bankruptcy event of Replidyne, Section 11.2(c) (Material Breach by DSP or Nisso), 11.2(e) (Bankruptcy Event for DSP or Nisso) or 11.2 (g) (Force Majeure Event for DSP or Nisso) by Replidyne, then (i) Replidyne may cancel without liability (other than for reimbursement as provided in Section 12.5(a) (Reimbursement for Purchase Orders) hereof) all outstanding Purchase Orders for which delivery has not been completed, as determined by Replidyne in its sole discretion, and (ii) such termination, except the termination as provided in Section 11.2 (g) (Force Majeure Event for DSP or Nisso), shall not relieve the Supplier of its obligation to deliver Drug Substance ordered by Replidyne prior to the effective date of termination (except to the extent Purchase Orders are so cancelled by Replidyne).
Fulfillment of Purchase Orders. Upon acceptance of a Purchase Order by Agilent, Agilent will deliver the Product (including without limitation delivery of any Batch) by the delivery dates set forth in the applicable Purchase Order. The Parties acknowledge and agree that Agilent shall have the right to deliver Product up to [**] business days prior to the applicable delivery date set forth in the applicable Purchase Order.
Fulfillment of Purchase Orders. Avigen shall fill Bayer's Purchase Orders in accordance with their terms (provided that such Purchase Orders fall within the limits described in Section 8.2. Within five (5) Business Days of receipt of a Purchase Order, Avigen shall promptly Notify Bayer if it will not be able to satisfy a particular Purchase Order on time, in full or at all, which Notice shall include an explanation in reasonable detail of the reason for Avigen's failure to comply with a particular Purchase Order and its proposed course of action for remedying such failure. Bayer shall be entitled to require Avigen to produce evidence to support its Notice. Avigen shall use [...*...] to deliver to Bayer within [...*...] of the first date specified [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Fulfillment of Purchase Orders. Following receipt and acceptance of a purchase order from the Distributor for Products, Supplier shall use all commercially reasonable endeavors to fulfill such purchase order without undue delay (subject, however, to normal -------------------- ***Confidential treatment requested
Fulfillment of Purchase Orders. Novasep shall deliver Product in the quantities and in accordance with the delivery dates and other terms of the relevant Purchase Order.
Fulfillment of Purchase Orders. Prior to the Closing, Purchase Orders will be fulfilled, in Seller's reasonable discretion consistent with past practices. Seller agrees to indemnify Buyer, including reasonable attorney's fees, for any claim arising under or related to any and all Purchase Orders that are not part of the Assigned Purchase Orders.
Fulfillment of Purchase Orders. Agilent will use commercially reasonable efforts to complete the Manufacturing Services (including without limitation delivery of any Batch) by the timeframe estimated in the applicable Statement of Work and Purchase Order. Customer expressly acknowledges that delivery dates are approximate. Agilent’s failure to complete the Manufacturing Services or deliver any Batch by any specified date will not be sufficient cause for cancellation of the Purchase Order by Customer, nor will Agilent be liable for any direct, indirect, consequential, or economic loss or damages due to delay in delivery. Notwithstanding the foregoing, in the event that Agilent (i) fails to complete the Manufacturing Services or deliver a Batch by the date specified in the applicable Statement of Work and Purchase Order and (ii) fails to use commercially reasonable efforts to promptly complete the Manufacturing Services or deliver a Batch after such date, Customer shall have the right to cancel such Statement of Work or Purchase Order.
Fulfillment of Purchase Orders. By the 15th day of each calendar month during the Term, SkinMedica shall submit a purchase order to Immucor for the purchase of the Product. Each purchase order shall specify the quantity of each Product to be delivered (which shall not be less than the quantities required under Section 2.2) and the required date of delivery of the Product (the “Delivery Date”), provided, however, that in no event shall the Delivery Date be sooner than *** after Immucor receives the purchase order. The purchase order shall also specify the preferred method of shipping and any special delivery instructions. The terms and conditions of this Agreement shall govern all purchase orders. Immucor shall accept all purchase orders up to *** of the quantities stated for the first three (3) months of each SkinMedica Forecast, and shall use commercially reasonable efforts to accept all purchase orders submitted by SkinMedica in excess of such *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. ***. Further, Immucor shall use commercially reasonable efforts to accommodate a request by SkinMedica to amend a purchase order, including any amendment to increase or decrease the quantity of Product to be delivered.
Fulfillment of Purchase Orders. SDL shall make it's best effort to fulfill Customer's purchase orders, this best effort shall be consistent with the delivery schedule outlined in Exhibit C of this agreement. In the event there is an event that forces deviation from the delivery schedule, SDL will inform Customer within 24 hours of such an event to establish a mutually agreeable next best delivery date pertaining to the specific product and quantity being delivered. SDL and Customer will mutually review the delivery schedule for adjustments, updates,, new products, and agreed upon enhancements at 6 (six) month intervals from the Effective Date of this agreement.
