Manufacturing Division Sample Clauses

Manufacturing Division. The Manufacturing Division shall be responsible for (i) the manufacturing of nutritional and personal care products of the WFOE, and (ii) the sourcing in the PRC of raw materials, ingredients and packaging materials for the nutritional and personal care products of the WFOE, and if requested by the Members, for the Members' lines of products. The profits and losses of the Manufacturing Division shall be shared by the parties as provided in Article 11.1(c). The management of the Manufacturing Division shall be the primary responsibility of the Deputy General Manager of the Manufacturing Division in accordance with an annual budget of the Manufacturing Division submitted to and approved by the Boards. The Deputy General Manager of the Manufacturing Division shall cause an annual budget of the Manufacturing Division to be prepared and submitted to the Boards for approval at least thirty (30) days prior to the beginning of each new Fiscal Year.
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Manufacturing Division. The Manufacturing Division shall charge the Herbalife Division, the Leiner Division and any and all third parties for which the Manufacturing Division produces products, a price for each product manufactured by the Manufacturing Division. With respect to the products manufactured by the Manufacturing Division for either the Herbalife Division or the Leiner Division (each is sometimes referred to as the "purchaser" or "purchasing division" below), the Manufacturing Division shall charge a Transfer Price for each such product that yields a twenty percent (20%) Gross Margin on the Transfer Price from the sale of the product by the Manufacturing Division. The Gross Margin earned by the Manufacturing Division shall be allocated (i) sixty percent (60%) to Herbalife and (ii) forty percent (40%) to Leiner, subject to any adjustment in Percentage Interests pursuant to Article 9.2 of the Limited Liability Company Agreement for Herbalife Leiner LLC (the "Agreement"). The Excess Fixed Costs of the Manufacturing Division shall be allocated initially (i) sixty-five percent (65%) to Herbalife and (ii) thirty-five percent (35%) to Leiner, and shall be adjusted from time to time in proportion to any adjustment in the Percentage Interests pursuant to Article 9.2 of the Agreement (i.e., the allocation percentages shall be adjusted with the same percentage change as that of the Percentage Interests). In the above paragraph:
Manufacturing Division. The Deputy General Manager of the Manufacturing Division shall prepare and submit to the Board of Directors an annual operating plan ("AOP") for the Manufacturing Division at least 60 days prior to the commencement of each new fiscal year of the WFOE. The Deputy General Manager of the Manufacturing Division shall consult with Herbalife, Leiner and the WFOE Chief Accountant in preparing each AOP. Such AOP shall be in sufficient detail to provide an estimate of cash flows, capital requirements and other financial requirements of the Manufacturing Division for the upcoming year. Such AOP shall also include other information as may be necessary to enable the Board of Directors to make an informed decision with respect to approval of such AOP. In connection with preparation of the AOP for the Manufacturing Division, the Deputy General Manager of the Manufacturing Division shall prepare and submit to the Board of Directors a rolling four-year capital plan ("Capital Plan"). Such Capital Plan shall set forth the projected fixed capital and working capital expenditures for each of the next four years. The Deputy General Manager of the Manufacturing Division shall consult with the Chief Accountant of the WFOE, Leiner and Herbalife in preparing such Capital Plan. The Capital Plan shall include such other information as may be necessary to enable the Board of Directors to make an informed decision with respect to approval of such Capital Plan. The Board of Directors shall review the AOP and the Capital Plan of the Manufacturing Division within 30 days of receipt. Approval shall be premised upon the best interests of the WFOE as a whole, provided that, the Board of Directors shall give deference to the expertise of the Deputy General Manager of the Manufacturing Division with respect to all operational matters pertaining to the Manufacturing Division. Failure to object to the AOP and/or the Capital Plan within 30 days of receipt shall be deemed approval by the Board of Directors. In addition, at least one (1) month prior to the commencement of each fiscal quarter, the Deputy General Manager of the Manufacturing Division shall prepare and submit to the Board of Directors for approval an operating budget of the Manufacturing Division for following fiscal quarter. The Deputy General Manager of the Manufacturing Division shall consult with Herbalife, Leiner and the WFOE Chief Accountant in preparing each quarterly budget. Such quarterly budget shall be in sufficient detail...

Related to Manufacturing Division

  • Manufacturing Technology Transfer Upon AbbVie’s written request with respect to a given Collaboration CAR-T Product and Licensed Product, Caribou shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party Provider) of all Materials and Know-How Controlled by Caribou relating to the then-current process for the Manufacture of such Collaboration CAR-T Product and any corresponding Licensed Products (each, a “Manufacturing Process”). Caribou shall provide, shall cause its Affiliates to provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to provide, all reasonable assistance requested by AbbVie to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to implement each Manufacturing Process at the facilities designated by AbbVie. If requested by AbbVie, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to such Collaboration CAR-T Product and any corresponding Licensed Products. Without limitation of the foregoing, in connection with the Manufacturing Process and related transfer: (a) Caribou shall, and shall cause its Affiliates to, make available to AbbVie (or its Affiliate or designated Third Party Provider, as applicable), and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to make available to AbbVie, from time to time as AbbVie may request, all Materials and Manufacturing-related Know-How Controlled by Caribou relating to each Manufacturing Process, including methods, reagents and processes and testing/characterization Know-How, and all documentation constituting material support, performance advice, shop practice, standard operating procedures, specifications as to Materials to be used, and control methods, that are necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice such Manufacturing Process; (b) Caribou shall cause all appropriate employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility at mutually convenient times to assist with the working up and use of each Manufacturing Process and with the training of the personnel of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to the extent necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice such Manufacturing Process; (c) Without limiting the generality of this Section 4.4.2, Caribou shall cause all appropriate analytical and quality control laboratory employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate analytical and quality control laboratory employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility and make available all necessary equipment, at mutually convenient times, to support and execute the provision of all applicable analytical methods and the validation thereof (including all applicable Know-How, Information and Materials Controlled by Caribou, and sufficient supplies of all primary and other reference standards); (d) Caribou shall, and shall cause its Affiliates to, take such steps, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers take such steps, as are necessary or reasonably useful to assist AbbVie (or its Affiliate or designated Third Party Provider, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory Authorities with respect to the Manufacture of the applicable Collaboration CAR-T Products and corresponding Licensed Products at the applicable facilities; and (e) Caribou shall, and shall cause its Affiliates to, provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers to provide, such other assistance as AbbVie (or its Affiliate or designated Third Party Provider, as applicable) may reasonably request to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice each Manufacturing Process and otherwise to Manufacture the applicable Collaboration CAR-T Products and corresponding Licensed Products.

  • 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.

  • Manufacturing Services Jabil will manufacture the Product in accordance with the Specifications and any applicable Build Schedules. Jabil will reply to each proposed Build Schedule that is submitted in accordance with the terms of this Agreement by notifying Company of its acceptance or rejection within three (3) business days of receipt of any proposed Build Schedule. In the event of Jabil’s rejection of a proposed Build Schedule, Jabil’s notice of rejection will specify the basis for such rejection. When requested by Company, and subject to appropriate fee and cost adjustments, Jabil will provide Additional Services for existing or future Product manufactured by Jabil. Company shall be solely responsible for the sufficiency and adequacy of the Specifications [***].

  • Technology Research Analyst Job# 1810 General Characteristics

  • Manufacturing (a) The Supplier shall without limitation be responsible, at no additional cost to the Purchaser, for: sourcing and procuring all raw materials for the Products; obtaining all necessary approvals, permits and licenses for the manufacturing of the Products; providing sufficient qualified staff and workers to perform the obligations under this Purchase Agreement; implementing and maintaining effective inventory and production control procedures with respect to the Products; and handling other matters as reasonably requested by the Purchaser from time to time. (b) The Supplier shall not change any process, material, component, packaging or manufacturing location without the Purchaser’s express prior written approval.

  • Manufacturing License Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK an exclusive license under the Theravance Patents and Theravance Know-How to make and have made API Compound or formulated Alliance Product in the Territory.

  • Commercialization Reports Throughout the term of this Agreement and during the Sell-Off Period, and within thirty (30) days of December 31st of each year, Company will deliver to University written reports of Company’s and Sublicensees’ efforts and plans to develop and commercialize the innovations covered by the Licensed Rights and to make and sell Licensed Products. Company will have no obligation to prepare commercialization reports in years where (a) Company delivers to University a written Sales Report with active sales, and (b) Company has fulfilled all Performance Milestones. In relation to each of the Performance Milestones each commercialization report will include sufficient information to demonstrate achievement of those Performance Milestones and will set out timeframes and plans for achieving those Performance Milestones which have not yet been met.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • 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);

  • Packaging Materials and Containers for Retail Sale 1. When packaging materials and containers in which a good is packaged for retail sales are classified in the Harmonized System with the good, they shall not be taken into account in determining whether all non-originating materials used in the production of the good undergo the applicable change in tariff classification set out in Annex 4.03. 2. When the good is subject to a requirement of regional value content, the value of these packaging materials and containers shall be taken into account as originating or non-originating materials, as the case may be, in calculating the regional value content of the good.

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