Manufacturing Rights Clause Samples
The Manufacturing Rights clause defines which party has the authority to produce, assemble, or otherwise manufacture a product or component covered by the agreement. Typically, this clause specifies whether the rights are exclusive or non-exclusive, outlines any geographic or field-of-use limitations, and may set quality standards or approval processes for manufacturing. Its core function is to clearly allocate the right to manufacture, thereby preventing disputes over production and ensuring that only authorized parties can make the product.
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Manufacturing Rights. (a) If QED fails to supply Product ordered by ViewRay in accordance with the terms of this Agreement regarding the quantity or quality of Products supplied to ViewRay, then QED shall within fifteen (15) Business Days of said failure present ViewRay with a plan to remedy the problem and shall use Commercially Reasonable Efforts to execute such plan and remedy the problem or QED shall secure an alternative source of supply within a reasonable time at no additional cost to ViewRay. Any such alternative source of supply shall be on terms substantially identical with the terms of this Agreement. If QED is unable to provide a plan to remedy the problem or secure an alternative source of supply within [***] after its initial failure to supply, then QED shall consult with ViewRay and the parties shall work together to remedy the problem. If QED is unable to remedy the supply problem after [***] (or longer as agreed in writing by the parties), commencing with the date upon which such failure to supply began, then ViewRay may at its option, and upon notice to QED, manufacture the Products itself or through a third party in accordance with the provisions of Section 3.10(b). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(b) If ViewRay notifies QED pursuant to Section 3.10(a), above, that ViewRay will manufacture the Products itself or through a third party, QED shall (i) deliver to ViewRay within thirty (30) days media embodying or disclosing all Program technology and Program proprietary or intellectual property rights necessary to enable ViewRay or its designee to manufacture Products conforming with the Specifications; and (ii) provide ViewRay or its designee, upon request, with reasonable assistance in establishing a back-up manufacturing line. ViewRay shall require any third party ViewRay designates to manufacture Products pursuant to this Section 3.10, to agree in writing to observe the terms of this Agreement relating to confidentiality and the manufacture of Products. Notwithstanding any provision of this Section 3.10 to the contrary, in no case shall QED be required to pay ViewRay in respect of any Products purchased by ViewRay from a third party operating a back-up manufacturing line established pursuant to this Section 3.10 or manufactured by ViewRay or its Affiliates pursuant to this Section 3.10.
Manufacturing 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 Rights. In the event Supplier admits in writing its inability to pay its debts generally as they become due, files an assignment or a petition in bankruptcy, as the case may be, or a petition to take advantage of any insolvency statute, makes a general assignment for the benefit of its creditors, consents to the appointment of a receiver of itself or of the whole or any substantial part of its property, undertakes its liquidation, winding-up or dissolution, or enters into an arrangement or composition with or for the benefit or creditors generally occurring in circumstances in which it is unable to meet its obligations as they fall due, then Buyer shall have a non-exclusive right and license to use the Manufacturing Package and to select a third party to manufacture the Product for continued distribution in the Territory. In the event Buyer exercises its rights under this Section 4.3, all royalties payable hereunder shall remain unchanged. Supplier shall place the Manufacturing Package in escrow pursuant to a mutually agreed upon escrow agreement that enables release of the Manufacturing Package upon written notice of the occurrence of any of the foregoing release conditions. When Supplier recovers it’s total ability to run it’s business normally, the Buyer’s manufacturing rights under this Section 4.3 shall terminate and the provisions, terms and conditions of this Agreement shall be in full force and effect.
Manufacturing Rights. Subject to Section 2.3 and Section 7.2.2, each Party shall have full right to, either by itself or through an Affiliate or a Third Party contract manufacturer, Manufacture Licensed Compound and Licensed Products in its respective Territory.
Manufacturing Rights. Notwithstanding any Technology Transfer pursuant to Section 2.11(a), Purchaser’s right to manufacture or have manufactured Product shall be limited to the rights described in Section 2.2 of the License Agreement, plus the additional manufacturing rights described in Section 2.8 in connection with a Supply Disruption.
Manufacturing Rights. A perpetual, royalty free, license to manufacture the Products listed in Exhibit A shall be granted to Buyer under the following conditions:
a. Discontinuance of Product or support of Product listed in Exhibit A.
Manufacturing Rights. (a) If Tesla fails to supply Product ordered by ViewRay in accordance with the Section 3.3, in accordance with the terms of this Agreement regarding the quantity or quality of Products supplied to ViewRay, then Tesla shall use Commercially Reasonable Efforts to remedy the problem or secure an alternative source of supply within [***] at no cost to ViewRay, and any such alternative source of supply shall be on terms substantially identical with the terms of this Agreement. If Tesla is unable to remedy the problem or secure an alternative source of supply within [***] after its initial failure to supply, then Tesla shall consult with ViewRay and the parties shall work together to remedy the problem. If Tesla is unable to remedy the supply problem after [***] (or longer as agreed in writing by the parties), commencing with the date upon which such failure to supply began, then ViewRay may at its option, and upon notice to Tesla, manufacture the Products itself or through a third party in accordance with the provisions of Section 3.10(b).
(b) If ViewRay notifies Tesla that ViewRay will manufacture the Products itself or through a third party, then: (i) ViewRay shall pay Tesla the sum of $5,000,000 and purchase all of Tesla’s applicable tools, dies, fixtures, drawings, and other information and tangible items necessary to manufacture Products that conform to the Specifications; and (ii) Tesla shall (1) cooperate with ViewRay to cause the release of the Deposit Materials (as defined in Section 3.10(c)); and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Manufacturing Rights. 5.1 Seller agrees that the Products and any pricing associated with the Products are PROPRIETARY to Buyer at its Novato, California location. Except as expressly permitted by this Agreement, Seller shall not use or disclose any information related to the Products or pricing of the Products to any third-party, including any of Buyer's Affiliates subsidiaries or joint venturers, without Buyer's prior written consent.
5.2 Seller shall provide complete and updated information regarding the design, manufacture and test results for the Products, including all information related to the QC Release for Shipment versions of the Products (collectively, the "Escrowed Information"), to an escrow agent upon terms and conditions which are mutually agreeable to Buyer, Seller and the escrow agent.
5.2.1 If this Agreement is terminated due to Seller's Material Breach in accordance with Article 19.0 hereof or Seller otherwise discontinues manufacture of the Products for reasons including, but not limited to, Seller's dissolution or bankruptcy, Buyer shall be entitled to obtain the Escrowed Information from the escrow agent on terms and conditions as are mutually agreed upon by Buyer and Seller in writing. If Buyer is entitled to obtain the Escrowed Information pursuant to this Subsection 5.2.1, Seller shall grant Buyer an exclusive, non-transferable, worldwide license to use the Escrowed Information for the sole purpose of enabling Buyer or a third-party designated by Buyer to manufacture the Products. Buyer and Seller agree that during the period beginning on the date of this Agreement and terminating on the fifth anniversary thereof, Buyer shall be entitled to obtain such license of the Escrowed Information on a royalty-free basis and, thereafter, shall pay such royalty as Buyer and Seller shall mutually agree.
5.2.2 The Escrowed Information shall be returned to Seller and the escrow arrangements shall terminate at such time as both Seller and Buyer agree to discontinue manufacture of the Products.
5.3 Seller agrees to give Buyer not less than six (6) months advance written notice of any plans to discontinue manufacture of the Products. Seller and Buyer shall negotiate in good faith to find an alternative means for meeting Buyer's future demand for the Products which may include, without limitation, Seller's manufacturing a sufficient supply of the Products to enable Buyer to phase the Novato Product Line out of use or Seller's transferring the Escrowed Information as des...
Manufacturing Rights. Upon termination of this Agreement by Motorola pursuant to Sections 4.2 or 4.3, in addition to its rights under Section 4.4, provided Freescale has not been able to cure or establish plans to cure the breach within 30 days from the date it receives notice of the breach, then Freescale will use commercially reasonable efforts to assist Motorola to establish an alternate source for Products that are sole sourced, including the following:
(A) Freescale will provide design RTL for the Products to Motorola, with a limited right to sublicense the design RTL for the Products to mutually acceptable third party semiconductor manufacturers, solely for the purpose of manufacturing Products for Motorola;
(B) Freescale and Motorola will work in good faith to establish royalty-free licensing terms for Freescale circuit related patents necessary for the acceptable third party semiconductor manufacturer to manufacture the sole source Products for Motorola in accordance with the design RTL. Freescale and the acceptable third party semiconductor manufacturer will also work in good faith to establish royalty-free licensing terms, for Freescale process related patents and Freescale process know how necessary for the acceptable third party semiconductor manufacturer to manufacture sole source Products for Motorola; and
(C) Freescale will provide Motorola with contact names to assist Motorola in their pursuit of licensing technologies that are not Freescale intellectual property but integrated into Motorola sole source Products being supplied by Freescale. If Freescale is able to cure the breach within 90 days from the date Freescale receives notice of the breach, then the rights granted to Motorola under this paragraph during the breach period will terminate, and Freescale will compensate Motorola for direct costs incurred by Motorola during the breach period related to Motorola’s attempts to manufacture the affected Products with a third party semiconductor manufacturer.
Manufacturing Rights. BioNumerik will retain all manufacturing rights related to the Product(s) in all parts of the world (including the Territory), subject to ASTA Medica's non-exclusive option described in Section 7.2.