New Territories. If and to the extent Manufacturer determines that, absent additional capital expenditures, it will be unable to fulfill Purchaser’s demand for Product resulting from an increase in the Rolling Forecast due to supply requirements for Product for a New Territory (a “New Territory Amount”), Manufacturer shall provide prompt written Notice to Purchaser if it determines that it will not make such capital expenditures. Purchaser may then elect, in its sole discretion, to Manufacture the New Territory Amount at a Back-Up Manufacturer by providing written Notice thereof to Manufacturer, and in such case, Purchaser shall (A) purchase from Manufacturer the then-current Product quantities for the applicable Firm Order Period that Manufacturer is to Manufacture in accordance with the terms of this Agreement, other than any New Territory Amount, and (B) purchase from the Back-up Manufacturer any New Territory Amount. All costs and expenses relating to any such site change shall be borne by Purchaser.
New Territories. The pricing of a Product to be launched in a New Territory should be reasonably comparable to the pricing of a comparable Product with comparable MOQ in the Territory.
New Territories. In the event Xxxxx acquires or otherwise gains a controlling interest in Xxxxx Electric UK, the parties agree to negotiate in good faith the inclusion of such additional territories under this Agreement.
New Territories. The Parties understand that each of them will be actively pursuing expanding their respective businesses into other territories. To the extent that Licensee is actively pursuing expansion into a new territory, Licensee may notify Licensor of that pursuit. To the extent that Licensee provides such norice to Licensor and (at that time it receives such notice from Licensee) Licensor (a) does not have an existing agreement with a like licensee in that territory, or (b) is not in active discussions with a like licensee in that noticed terriroty, the Parties shall work in good faith to enter that new territory together and on commercially reasonable terms that are appropriate for that new territory. As of the date hereof, Licensse has informed Licensor that Licensee is actively pursuing expansion into [Redacted: location of territories]. Therefore, consistent with thes Section 2.3, the Parties shall work in good faith to enter that new territory together and on commercially reasonable terms that are appropriate for that new territory.
New Territories. BLP and Pharmos shall enter into discussions regarding additional territories for distribution of Drug Product by BLP, on terms mutually agreed to by the parties, including Mexico, Canada and/or Europe (the "New Territories"). If Pharmos requests BLP to incur out-of-pocket costs with respect to activities that do not otherwise constitute Services relating to the Territory before BLP and Pharmos mutually agree on the terms governing the distribution of Drug Product by BLP in the New Territories, Pharmos shall reimburse BLP for such costs on a monthly basis, within thirty (30) days of the end of each month. If BLP and Pharmos are unable to mutually agree on terms governing distribution of Drug Product by BLP in the New Territories, BLP agrees to Process and supply Drug Product to Pharmos on the terms set forth in the Processing Agreement.
New Territories. Delivery of Product in markets other than the Territory and U.S. may be credited against Distributor’s Minimum Quarterly Quantity and Yearly Quantity commitment to purchase Energy Servers during the Term as set forth in Section 2(e)(i) above and/or sales, and/or distribution of SOEC equivalent at the Product Price of the Energy Server multiplied by the coefficient agreed by the Parties in the Purchase Order placed in respect of such SOEC.
New Territories. During the term of this Agreement, FORBES hereby grants to PHARMAVITE a right of first refusal with respect to the licensing and/or supply of the Licensed Ingredient for use as a component of Licensed Products to be marketed, distributed, offered for sale and/or sold in ***** (area omitted).
10.4.1 Before FORBES enters into any license and/or supply agreement with any third party with respect to of the use of the Licensed Ingredient as a component of Licensed Products to be marketed, distributed, offered for sale and/or sold in ***** (area omitted), FORBES shall provide PHARMAVITE with written notice of all the proposed terms of any such agreement.
10.4.2 PHARMAVITE shall, within thirty (30) days of receipt of such notice from FORBES, inform FORBES of whether it wishes to match the proposed economic terms of any such agreement. If PHARMAVITE provides notice to FORBES that it does wish to match the proposed economic terms, Section 10.4.3 shall apply. If PHARMAVITE either does not provide such notice or indicates that it does not wish to act on the right of first refusal, FORBES shall be free to grant a license with respect to and/or supply the Licensed Ingredient to such third party for use as a component of Licensed Products to be marketed, distributed, offered for sale and/or sold in ***** (area omitted) on the terms and conditions set forth in the written notice delivered to PHARMAVITE pursuant to Section 10.4.1.
10.4.3 If PHARMAVITE has provided FORBES with written notice that it wishes to act on its right of first refusal as provided in Section 10.4.2, the parties shall enter into an agreement on substantially the same economic terms as set forth in the written notice delivered to PHARMAVITE pursuant to Section 10.4.1.
