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. 16.1 From time to time during the term of this Agreement, as Palomar develops a prototype Product, it shall notify Coherent in writing and Coherent shall have 30 days thereafter to notify Palomar in writing whether or not it is interested in having an exclusive right to sell such Product. For purposes of this provision, the term prototype Product shall be defined as a Product delivered to a clinical investigator and tested on no less than three patients.
16.2 If Coherent notifies Palomar that it wishes to distribute the prototype Product, such Product shall automatically be included in the definition of "Distributed Products" and Palomar and Coherent shall meet to discuss who shall manufacture the Product. Palomar may choose to (i) manufacture the Product, in which case it shall pay Coherent a sales commission of *% of the selling price (other terms, such as purchase minimums and prices shall be negotiated at that time) or (ii) offer Coherent the right to manufacture the Product, in which case, if Coherent decides to manufacture, Coherent shall pay Palomar *% of the Gross Margin for such Product. For purposes of calculating the Gross Margin, the fully burdened cost of sales (exclusive of royalties under the Xxxxxxxx Patent) shall be determined at the time of Palomar's election, and shall not be revised thereafter. If the parties are unable to agree on terms for manufacturing or selling future Products developed hereunder, Palomar may appoint another company to distribute such Products on terms no more favorable than those offered to Coherent under this Section 16.2, or sell any non-hair removal Products directly. Palomar shall be prohibited from directly selling hair removal products to physicians during the term of this Agreement.
16.3 In the event Palomar is unable or unwilling to manufacture any of the Distributed Products for any reason, including Palomar's bankruptcy, Coherent shall have the right to manufacture them, on the same terms as set forth in Section 16.
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. The Company has not granted rights to manufacture, produce, license or sell its products to any other person and is not bound by any agreement which affects the Company's exclusive right to manufacture 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. 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.
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. In consideration of the transfer by Jabil of the rights to the Jabil Intellectual Property, Company grants Jabil exclusive manufacturing rights for one hundred percent (100%) of Company’s products that contain any Jabil Intellectual Property and/or any Company product containing a “derivative” of the Jabil Intellectual Property. For the purposes of this Agreement, a derivative is defined as [***]. These manufacturing rights shall remain exclusive for the life of any Company product unless the Parties mutually agree that the term of manufacturing exclusivity shall be for a shorter period as specifically set forth in any other related agreement executed by the Parties. In the event that manufacturing is subsequently transferred to a third party, Company and Jabil shall mutually agree upon the terms and conditions of, and shall use Commercially Reasonable Efforts to facilitate, such transfer. In such event, Company shall, at a minimum, [***] as set forth herein and [***] as set forth in any other related agreement executed by the Parties.
Manufacturing Rights. Manufacturing Rights will be governed by Attachment 6.
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.
