Non-cancelable Costs and Expenses. In the event of the termination of this Agreement, except by Celator as a result of a breach by Xxxxxx under Section 8.2, Celator shall (a) reimburse Xxxxxx for all Xxxxxx-supplied Components ordered prior to termination and not cancelable without cost to Xxxxxx or, if less, at Celator’s option shall reimburse Xxxxxx for the costs of cancellation, and (b) pay Xxxxxx for any open Firm Purchase Orders. Moreover, Celator agrees to purchase from Xxxxxx at cost all semi-finished and finished Products in stock. Xxxxxx shall promptly deliver to Celator, at Celator’s cost, all Components, semi-finished and finished Products for which Celator reimburses Xxxxxx pursuant to this Section 8.4. Xxxxxx shall use commercially reasonable efforts to mitigate the costs and expenses of Celator under this Section 8.4. Celator shall make payment for all expenses described in this Section 8.4 thirty (30) days after the invoice date, which date shall not be earlier than the date of delivery of any related materials to Celator.
Non-cancelable Costs and Expenses. In the event of the termination (but not expiration) of this Agreement, Xxxxxx will immediately cease performance, cancel all commitments, and take all reasonable steps to mitigate further expenses, and except in the event of termination by Client as a result of a breach by Xxxxxx under Section 8.2 or under Section 8.3, Client will (a) reimburse Xxxxxx for all Materials and equipment ordered prior to termination and not cancelable at no cost to Xxxxxx or will pay Xxxxxx the cost of cancellation, and (b) pay Xxxxxx for any work-in-process commenced by Xxxxxx under any outstanding approved Development Plans and/or Project Plans. In addition, in the event of termination or expiration for any reason, subject to Section 7.2, Client will pay the prices described in Article 5 for all finished Product Produced prior to expiration or termination. Within [* * *] after the effective date of termination or expiration, Xxxxxx will ship such Materials, equipment, work-in-process and Product to Client pursuant to Section 6.1 at Client’s cost and per Client’s instructions. Client will make payments for all expenses described in this Section 8.6 no later than [* * *] from the later to occur of the shipment of such Materials, equipment, work-in-process and Product or the invoice date. Xxxxxx will provide a final accounting and credit any prepayments (if any) on its final invoice, and refund any outstanding balance to Client, no later than [* * *] from the effective date of termination or expiration.
Non-cancelable Costs and Expenses. In the event of the termination of this Agreement, except by Client as a result of a breach by Bxxxxx under Section 8.2 or termination pursuant to Section 8.4, Client shall (a) reimburse Bxxxxx for all Components ordered prior to termination and not cancelable at no cost to Bxxxxx, and (b) pay Bxxxxx for any Firm Purchase Orders. In addition, Client shall pay prices described in Article 5 for (i) all work-in-process commenced by Bxxxxx and (ii) all finished goods of Bxxxxx. Bxxxxx shall deliver such materials to Client pursuant to Section 6.1. Client shall make payment for all expenses described in this Section 8.6 thirty (30) calendar days from the invoice date.
Non-cancelable Costs and Expenses. In the event of the termination of a Product Master Plan, Commercial Product Addendum and/or this Agreement, except by Client as a result of a breach by Bxxxxx under Section 8.2 or termination pursuant to Section 8.4, Client shall (a) reimburse Bxxxxx for all Components ordered prior to termination and not cancelable at no cost to Bxxxxx, and (b) pay Bxxxxx for any Firm Purchase Orders. In addition, Client shall pay prices described in Article 5 for (i) all work-in-process commenced by Bxxxxx and (ii) all finished goods of Bxxxxx. Bxxxxx shall deliver such materials to Client pursuant to Section 6.1. Client shall make payment for all expenses described in this Section 8.6 thirty (30) calendar days from the invoice date.
Non-cancelable Costs and Expenses. Upon termination of this Agreement in its entirety in accordance with its terms for any reason, XXXXXX immediately shall cease all work under this Agreement, any Product Master Plan, Project Plans and Regulatory Plans (other than work-in-process at the time notice of termination is given, which shall be completed, tested and delivered in accordance with this Agreement) and shall pay to PRAECIS any credits due PRAECIS under Section 7.4.1 and any other amounts due to PRAECIS hereunder, reduced by any amounts due to XXXXXX hereunder. In the event of the termination of this Agreement in accordance with its terms, except by PRAECIS pursuant to Section 8.2, Section 8.3 or Article 19, PRAECIS shall: (a) reimburse XXXXXX for all XXXXXX Supplied Components ordered prior to notice of termination pursuant to a Product Master Plan and not cancelable at no cost to XXXXXX; and (b) pay XXXXXX the Cancellation Fees as set forth in the Product Master Plan, if any, as may be modified by each Project Plan. In addition, in the event of termination of this Agreement in accordance with its terms for any reason, PRAECIS shall pay prices described in Article 5 for: (i) all work-in-process commenced by XXXXXX pursuant to a Purchase Order prior to notice of termination, and (ii) all final Product Produced in accordance with a Purchase Order prior to notice of termination. Subject at all times to Article 7, XXXXXX shall ship to PRAECIS CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. 18 pursuant to Section 6.1 all XXXXXX Supplied Components for which PRAECIS is liable for payment under this Section 8.4, all work-in-process and all final Product, as applicable. PRAECIS shall make payment for all expenses described in this Section 8.4 within thirty (30) calendar days from the invoice date therefor; which invoice shall be generated upon shipment of such material to PRAECIS.
Non-cancelable Costs and Expenses. In the event of the termination or cancellation of this Agreement, except by AMYLIN as a result of a breach by XXXXXX under Section 8.2 or by AMLYIN pursuant to Section 8.3 or 8.5, AMYLIN shall (a) reimburse XXXXXX for all actual out-of-pocket expenses incurred or accrued for all Components ordered prior to termination and not reasonably usable by XXXXXX within six (6) months of termination not cancelable at no or reduced costs to XXXXXX and (b) pay XXXXXX for any work in process or finished goods pursuant to any outstanding Firm Purchase Orders. In addition, in the event of termination or cancellation for any reason other than termination by AMYLIN pursuant to Sections 8.3 or 8.5, AMYLIN shall pay prices described in Article 5 for (i) all work-in-process commenced by XXXXXX and (ii) all finished goods of XXXXXX. XXXXXX shall ship such materials to AMYLIN pursuant to Section 6.1. AMYLIN shall make payment for all expenses described in this Section 8.6 forty-five (45) calendar days from the invoice date.
Non-cancelable Costs and Expenses. In the event of the termination of this Agreement, except by CLIENT as a result of a breach by XXXXXX under Section 8.2, CLIENT shall (a) [CONFIDENTIAL TREATMENT REQUESTED] In addition, in the event of termination or cancellation for any reason, [CONFIDENTIAL TREATMENT REQUESTED] XXXXXX promptly shall deliver such materials to CLIENT pursuant to Section 6.1. CLIENT shall make payment for all [CONFIDENTIAL TREATMENT REQUESTED] described in this Section 8.5 within thirty (30) calendar days from the date of receipt by CLIENT of the applicable invoice.
Non-cancelable Costs and Expenses. In the event of the termination or cancellation of this Agreement, except by PURCHASER as a result of a breach by XXXX under Section 7.2, PURCHASER shall (a) reimburse XXXX for all Device materials and components ordered prior to termination and not cancelable at no cost to XXXX, and (b) pay XXXX the cancellation fees as set forth in Section 3.2. In addition, in the event of termination or cancellation for any reason, PURCHASER shall pay prices described in Article 4 for (i) all work-in-process commenced by XXXX and (ii) all finished goods of XXXX. XXXX shall ship such materials to PURCHASER pursuant to Section 5.1. PURCHASER shall make payment for all expenses described in this Section 7.5 thirty (30) days from the invoice date.
Non-cancelable Costs and Expenses. Upon termination of this Agreement, except by Cadence as a result of a breach by Baxter under Section 19.2.1.1 or 19.2.1.2, Cadence shall reimburse Baxter for all Materials ordered prior to termination and not cancelable at no cost to Baxter.
Non-cancelable Costs and Expenses. In the event of the termination or cancellation of this Agreement, except by Xxxxxxx as a result of a breach by Xxxxxxxx under Section 16.2, Xxxxxxx shall (i) [****], and (ii) [****]. In addition, Xxxxxxx shall pay the [****]. Upon Xxxxxxx’x request, Xxxxxxxx shall ship such Raw Materials and such Intermediate Products, Bulk Products or Contracted Products to Xxxxxxx pursuant to Section 7.1. Xxxxxxxx shall invoice Xxxxxxx and the Parties shall satisfy such invoices in accordance with Sections 6.5 and 6.6. Each Party may refer any dispute to the Expert or Expert Panel pursuant to Section 22.1 following the date that is thirty (30) days following the non-disputing Party’s receipt of written notice of such dispute.
