Initial Supply of Products. Notwithstanding the terms of the Supply Agreement dated August 3, 2021 between the Parties (the “Supply Agreement”) pursuant to which Cyclerion agreed to deliver Drug Product (as defined in the Supply Agreement) and placebo to Akebia for clinical use (the “Initial Supply”), the Parties acknowledge and agree that Cyclerion did not deliver the Initial Supply to Akebia, and as of the Amendment Effective Date, Akebia will have sole control over and decision-making authority with respect to the Manufacture of all Drug Product in accordance with Section 5.6. Akebia hereby further agrees that it is not entitled to any damages of any kind that could be awarded as a result of Cyclerion’s failure to deliver the Initial Supply.
Initial Supply of Products. Unless otherwise agreed to in writing by the Parties, the Parties shall enter into a supply agreement (the “Supply Agreement”) [***] the Effective Date, which will include the terms set forth in this Article 5 as well as other terms customary for supply arrangements between licensees and licensors pursuant to which licensor receives milestone and royalty payments. Pursuant to the Supply Agreement, Cyclerion [***]. The Parties shall use Commercially Reasonable Efforts to ensure that delivery of the Initial Supply shall occur no later than [***] from the Initial Supply Notice Date, or at such a time agreed upon by the Parties in writing. The term of the Supply Agreement shall conclude [***].
Initial Supply of Products. Until such time as Xxxxx commences manufacturing production and sales of Modules in accordance with Section 2.4 of this Agreement in the Territory, CPTS agrees to sell and to use its best efforts to supply to Xxxxx with Products, that meet the approval of Xxxxx, at commercially competitive prices, and in the quantities mutually agreed upon by the parties. All sales of Products from CPTS to Xxxxx shall be made by purchase order, which may be provided by facsimile, email, or other mutually agreed to format. All purchase orders issued pursuant to this Agreement shall be deemed to incorporate and be governed by the terms and conditions of this Agreement. Once the prices have been set, no changes to the prices will be made for one (1) year from the Effective Date of this Agreement. After one (1) year from the Effective Date of this Agreement, the price of a given Product may be adjusted no more than once per year and only if CPTS’s cost (in United States dollars) for supplying a Product increases by more than twenty percent (20%) from the previously agreed upon price. The parties will negotiate in good faith any increase in price(s) in order to maintain commercial competitive price(s) that do not subject CPTS to losses. ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
