MANUFACTURING AND DISTRIBUTION AGREEMENT Sample Clauses

MANUFACTURING AND DISTRIBUTION AGREEMENT. 10.1 Within Three (3) months following the Effective Date, the parties agree to negotiate in good faith the terms of an agreement governing the manufacture by GIG of LaserCard's optical memory cards and distribution of such cards to certain markets, subject to mutually agreed upon terms and conditions ("Manufacturing and Distribution Agreement"). The Manufacturing and Distribution Agreement will provide, among other things, that GIG may only use the Equipment to manufacture and supply optical memory cards to the mutually agreed upon markets.. 10.2 GIG acknowledges and agrees that GIG shall not use the Equipment to manufacture optical memory cards (i) at any time prior to the parties' entering into the Manufacturing and Distribution Agreement, or (ii) if the parties fail to enter into the Manufacturing and Distribution Agreement as provided herein. In the event that the parties do not enter into the Manufacturing and Distribution Agreement, GIG acknowledges and agrees that GIG (or any purchaser of the Equipment) may not use the Equipment, directly or indirectly, for any use other than the manufacture of non-optical memory cards.
Sample 1
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MANUFACTURING AND DISTRIBUTION AGREEMENT. This agreement is made between: Xx. Xxxx Xxxxxxxxxx and Xx. Xxxxx Xxxxxxxx Olsen, address Xxxxxxxxxx 000, XX-0000 Xxxx, Xxxxxxx and Xx. Xxxxx Fredskilde, address Xxxxxx 00, XX-0000 Xxxxxxxxxxx, Xxxxxxx hereinafter jointly referred to as "Danish Inventors" and Xx. Xxxxxx Xxxxxxx, address Xxxxxxxxxxxxxx 0 X, XX-00000 Xxxxxxx, Xxxxxxx, Mr. Markku Tamminmaki, address Xxxxxxxxxxxx 00, XX-00000 Xxxxxxx, Xxxxxxx and Xxx. Xxxxx Xxxxxxxx, address Aaltosenkatu 00-00 X 00, XX-00000 Xxxxxxx, Xxxxxxx hereinafter jointly referred to as "Finnish Inventors" and Biocon Oy (including its subsidiaries, daughter companies or corresponding), whose registered office is at Xxxxxxxxxxxxxx 0 X, Xx-00000 Xxxxxxx, Xxxxxxx hereinafter referred to as "Biocon". All the above inventors and Biocon are hereinafter jointly referred to as "parties".
Sample 1
MANUFACTURING AND DISTRIBUTION AGREEMENT. The Company ---------------------------------------- shall have executed a manufacturing and distribution agreement with a Required Investor whereby such entity assumes substantially all of the risk of inventory.
Sample 1
MANUFACTURING AND DISTRIBUTION AGREEMENT. As of the Closing, the Manufacturing and Distribution Agreement, shall be automatically terminated in its entirety by the mutual consent of the parties without further action. For the avoidance of doubt, Seller shall not be obligated to pay the Termination Fee under the Manufacturing and Distribution Agreement (as defined therein). From the Closing, neither Buyer nor Seller will have any obligations to the other under the Manufacturing and Distribution Agreement except for (i) Seller's obligation to pay for pasta produced under the Manufacturing and Distribution Agreement through the Inventory Cutoff in accordance with the provisions of Section 6.10 hereof, (ii) the parties' continuing indemnification obligations under the Manufacturing and Distribution Agreement for claims by third parties arising in or attributable to the period before the Closing, and (iii) Buyer's obligations under Section 6.5 of the Manufacturing and Distribution Agreement in the event of a product recall with respect to products produced prior to the Inventory Cutoff.
Sample 1

Related to MANUFACTURING AND DISTRIBUTION AGREEMENT

  • Distribution Agreement This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company. The transactions contemplated by this Agreement have been duly authorized by the Company.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Manufacturing and Supply (a) Depomed shall supply Product for use in conducting Depomed’s development activities for Product in the Field and in the Territory as set forth in Exhibit D. (b) During the four-year period beginning on the Effective Date (the “Supply Period”), Depomed shall supply and package (or have supplied and packaged) Product pursuant to this Section 4.8. Depomed will use commercially reasonable efforts to enter into a long-term Product supply agreement with [***] days after the Effective Date (the “Depomed Supply Agreement”) that will be freely assignable to Solvay or its Affiliates, successors or assigns at any time. In addition, Depomed and Solvay will negotiate and enter into a Product supply agreement with business terms substantially similar to the Depomed Supply Agreement concurrently with the execution and delivery by Depomed and [***] of the Depomed Supply Agreement (the “Solvay Supply Agreement”, and, together with the Depomed Supply Agreement, the “Supply Agreements”). The Supply Agreements will, together, contain the following provisions (among others mutually agreeable to the Parties): (i) Under the Solvay Supply Agreement, Depomed will agree to supply Solvay with its requirements of finished, packaged Product during the Supply Period; (ii) All manufacturing and records will be performed and maintained in accordance with specifications, cGMP and Applicable Law; (iii) Depomed will provide reasonable assistance to Solvay in the event Solvay wishes to qualify a backup Product manufacturer; (iv) Depomed shall [***]; (v) Solvay will pay Depomed the following amounts in connection with all activities performed by or on behalf of Depomed associated with Product manufacture and supply (other than activities specified on Exhibit D) (A) [***]% of Depomed’s out-of-pocket costs incurred in connection with such manufacture and supply of Product to Solvay, and (B) a labor charge equal to the FTE Charges for all Depomed employees allocated to the manufacture and supply of Product to Solvay, not to exceed FTE Charges for an aggregate of [***] during any given calendar quarter (and Depomed shall provide to Solvay periodic reports detailing the FTE Charges for which Solvay must pay Depomed hereunder);

  • Pharmacovigilance Agreement Subject to the terms of this Agreement, and at a date to be determined by the JDC, Facet and Trubion shall define and finalize the actions the Parties shall employ to protect patients and promote their well-being in a written agreement (hereinafter referred to as the “Pharmacovigilance Agreement”). These responsibilities shall include mutually acceptable guidelines and procedures for the receipt, investigation, recordation, communication, and exchange (as between the Parties) of adverse event reports, pregnancy reports, and any other information concerning the safety of any Collaboration Product. Such guidelines and procedures shall be in accordance with, and enable the Parties to fulfill, local and national regulatory reporting obligations to Governmental Authorities. Furthermore, such agreed procedures shall be consistent with relevant ICH guidelines, except where said guidelines may conflict with existing local regulatory safety reporting requirements, in which case local reporting requirements shall prevail. The Pharmacovigilance Agreement will provide for a worldwide safety database to be maintained by the Party appointed by the JDC. Each Party hereby agrees to comply with its respective obligations under such Pharmacovigilance Agreement (as the Parties may agree to modify it from time to time) and to cause its Affiliates and permitted sublicensees to comply with such obligations.

  • Manufacturing and Marketing Rights The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products.

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Quality Agreement Concurrently with execution of this Agreement, the Parties will enter into an agreement that details the quality assurance obligations of each Party with respect to the Manufacture and supply of Supplied Products under this Agreement (the “Quality Agreement”). Each Party shall perform its obligations under the Quality Agreement in accordance with the terms and conditions thereof. In the event of a conflict between the terms of the Quality Agreement and the terms of this Agreement, the provisions of the Quality Agreement shall govern.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Cooperation Agreement If a Cooperating Institution is appointed, the Fund shall enter into a Cooperation Agreement with the Cooperating Institution setting forth the terms and conditions of its appointment.

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