Option to Manufacture Sample Clauses

Option to Manufacture. 9.1 In the event that Orchid decides to engage a third party to manufacture Kits for it, Orchid will notify NEN and afford NEN the opportunity to make an offer to manufacture Kits for Orchid. At the same time Orchid may solicit and entertain offers from third parties for the manufacture of Kits. However, Orchid may not accept any third- party offer until thirty (30) days after it offers the same terms and conditions as the third-party offer to NEN and NEN has not accepted such terms and conditions. The option and rights provided by this paragraph are personal to NEN and may not be sub-licensed or otherwise transferred without the prior express written approval of Orchid. 9.2 Notwithstanding paragraph 9.1, Orchid agrees not to engage any third party to manufacture for it any Kit containing a Terminator supplied to Orchid by NEN.
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Option to Manufacture. IDDS hereby grants to West an option to first negotiate with IDDS for the right to manufacture and/or package commercial quantities of the Licensed Product (the "Manufacturing Rights Option"), as follows: 4.1. No later than eighteen (18) months prior to the estimated Launch Date, IDDS shall notify West of its anticipated need for commercial quantities of Licensed Product. Such notice shall include reasonable details of its requirements, including first-year volume forecast, target pricing and other information reasonably available to IDDS that shall have a bearing on West's decision to exercise the Manufacturing Rights Option. 4.2. Within 15 days following receipt of IDDS's notice under Section 4.1 hereof, West shall notify IDDS of its intent to exercise or not exercise the Manufacturing Rights Option. 4.3. If West exercises its Manufacturing Rights Option, West and IDDS shall promptly commence and diligently pursue for the next 45 days good-faith negotiations towards agreement to, and execution of, a definitive supply agreement with respect thereto. The definitive agreement shall contain terms and conditions that are usual and customary for supply agreements of similar type for goods of similar kind and quantity in the U.S. 4.4. If West fails to exercise its Manufacturing Rights Option within the time period set forth in Section 4.2 hereof, or West and IDDS fail to conclude agreement on the terms of such agreement within the time period set forth in Section 4.3 hereof, then IDDS shall be free to negotiate with and conclude agreements with third Persons for manufacturing and/or packaging of the Licensed Product, provided that no such agreement (i) shall contain price terms or other terms and conditions that, in the aggregate, are less favorable to IDDS than the West's last proposal or (ii) shall contain any material terms and conditions that are more favorable to the third Person than the terms and conditions set forth in IDDS's notice to West under Section 4.1 hereof.
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Option to Manufacture. In the event that for any reason (other than by a Force Majeure Act, as defined in Section 15.10), (i) Cygnus is unable to supply on a timely basis at least seventy-five percent (75%) of the volume of all-ordered Product during a Calendar Quarter and (ii) such orders are not greater than the forecasted Product requirements included in the then current Sales, Marketing and Distribution Plan, then the Term will be extended for twice the number of days Cygnus is unable to supply on a timely basis at least seventy-five percent (75%) of the volume of all-ordered Product. In the event that the failure to supply continues for six (6) months, then Sankyo has the option, at its sole discretion, to either terminate this Agreement pursuant to Section 11.4 or exercise its right to manufacture or have manufactured the Product for sale in the Territory during the Term pursuant to Section 2.1. From time to time, the parties will exchange information relating to orders, inventory levels and backlog.
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Option to Manufacture. 1. If, over any calendar year (the "Base Year") both (a) and (b) are true: (a) The total quantity (in PCEs) of the Products of a brewer (the "Increasing Brewer") sold in the Territory is greaxxx xhan the total quantixx (xx PCEs) of Products of the Increasing Brewer sold in the Territory in the immediately preceding calendax xxxx (the difference is referred to as the "Product Volume Increase"), and (b) The total quantity (in PCEs) of the Products of the other brewer (the "Decreasing Brewer") sold in the Territory is less thxx xxx total quantity (in XXXx) of Products of the Decreasing Brewer sold in the Territory in the immediately preceding calendax xxxx (the difference is referred to as the "Product Volume Decrease"); then
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Option to Manufacture. In the event that for any reason (other than by a Force Majeure Act, as defined in Section 15.10), (i) Cygnus is unable to supply on a timely basis at least [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] of the volume of all-ordered Product during a Calendar Quarter and (ii) such orders are not greater than the forecasted Product requirements included in the then current Sales, Marketing and Distribution Plan, then the Term will be extended for twice the number of days Cygnus is unable to supply on a timely basis at least [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] of the volume of all-ordered Product. In the event that the failure to supply continues for [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] , then Sankyo has the option, at its sole discretion, to either terminate this Agreement pursuant to Section 11.4 or exercise its right to manufacture or have manufactured the Product for sale in the Territory during the Term pursuant to Section 2.1. From time to time, the parties will exchange information relating to orders, inventory levels and backlog.
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Option to Manufacture. For a period of five (5) years after the Effective --------------------- Date, HUS shall have the option to have ATL manufacture Products for HUS under the terms of this Agreement (the "Option").
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Option to Manufacture. To the extent that TWAgbio intends to have Finished Products or Cleavase Enzyme manufactured by a third party in accordance with this Agreement, TWAgbio shall first notify TWT in writing of its intent to do so and, at TWT's request, negotiate with TWT the possibility of a right for TWT to supply the same. The foregoing sentence shall not apply to TWAgbio's exercise of its right to have Finished Products or Cleavase Enzyme manufactured pursuant to Section 7.2.9 as a result of TWT's failure to supply quantities ordered by TWAgbio in accordance with Article 7 above.
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Option to Manufacture. Notwithstanding anything to the contrary herein, Can-Fxxx hereby grants SKK an option to manufacture or have a Third Party manufacture on SKK’s behalf (provided such Third Party contract manufacturer is approved in advance by Can-Fxxx, such approval not to be unreasonably withheld or delayed) the Ingredient solely for incorporation into the Product for development hereunder and/or for Product sale, promotion, distribution, use and other commercial purposes in the Field in the Territory.
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Option to Manufacture. Distributor shall have the option to manufacture the Products in the United States subject to such terms as shall be defined in a future agreement between the parties. Until a separate agreement describing the terms under which Distributor may manufacture the Products in the United States is executed between Distributor and Vendor, Distributor shall have no right to manufacture the Products without the express written consent of Vendor. i. Orders of Printed Circuit Boards (“PCBs”) shall be made in lots of two hundred (200) PCBs a minimum of five (5) lots in a single order for a minimum order quantity of one thousand (1,000) PCBs.
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Related to Option to Manufacture

  • Manufacture 2.1. The LED(s) on the LED module shall be equipped with suitable fixation elements. 2.2. The fixation elements shall be strong and firmly secured to the LED(s) and the LED module.

  • Supply of Materials The following materials will be supplied by the department Name of Materials Rate. Place of delivery 1.

  • Manufacture of Products All Products marketed through Grantor's Web ------------------------- Site shall be manufactured, packaged, prepared, and shipped in accordance with the specifications and requirements described on Exhibit A hereto as it may be modified from time to time. Quality control standards relating to the Product's weight, color, consistency, micro-biological content, labeling and packaging are also set forth on Exhibit A. In the event that Exhibit A is incomplete, Products shall be manufactured and shipped in accordance with industry standards.

  • Reformulation of Products As of the Effective Date, and continuing thereafter, Products that Xxxxx directly manufactures, imports, distributes, sells, or offers for sale in California shall either: (a) be Reformulated Products pursuant to § 2.2, below; or (b) be labeled with a clear and reasonable exposure warning pursuant to §§ 2.3 and 2.4, below. For purposes of this Settlement Agreement, a “Reformulated Product” is a Product that is in compliance with the standard set forth in

  • RE-WEIGHING PRODUCT Deliveries are subject to re- weighing at the point of destination by the Authorized User. If shrinkage occurs which exceeds that normally allowable in the trade, the Authorized User shall have the option to require delivery of the difference in quantity or to reduce the payment accordingly. Such option shall be exercised in writing by the Authorized User.

  • Supply of Product 4.1 DAEWOONG shall manufacture and supply Product to AEON in a primary packaged and labeled form. Product packaging shall display the logo of DAEWOONG (to the extent required by applicable law) and AEON and the outer label shall be marked using English language in accordance with applicable laws and Product’s Regulatory Approvals. 4.2 AEON’s estimate sales forecast of the Product during the Term of Agreement in the Territory in the Field is set forth in Annex D. Within ninety (90) days after the Effective Date, AEON shall provide DAEWOONG with a non-binding twelve (12) month rolling forecast of its requirements of Product, which the Parties agree is not a commitment to buy any stated quantity. Thereafter, on at least a quarterly basis, AEON shall provide DAEWOONG with an updated twelve (12) month rolling forecast, together with a binding six (6) month forecast to the extent AEON has requested Safety Stock as described in Article 4.10 below. Each such forecast shah be referred to herein as a “Forecast.” 4.3 AEON may from time to time submit Purchase Orders to DAEWOONG for Product in accordance with the forecasting requirements in Article 4.2. Orders will be shipped on CIF Los Angeles port. 4.4 Once a Purchase Order for Product and Product Samples has been received by DAEWOONG, it shall be considered as irrevocable. 4.5 AEON agrees herein to place an Order for Product not later than [***] from receipt of Regulatory Approval. 4.6 Individual Purchase Orders of Product shall be placed at least [***] in advance of the required delivery date. 4.7 For the purpose of Commercialization, AEON will store and maintain the full quantity of Product in a clean, secured area in accordance with the reasonable directions and specifications provided by DAEWOONG in writing in connection thereof in the Territory. AEON will advise DAEWOONG on the applicable requirements specifically deriving from the laws and regulations in the Territory. 4.8 AEON agrees that DAEWOONG and its collaborators and agents, in DAEWOONG’s sole discretion, which collaborators and Agents will be subject to appropriate obligations of confidentiality, will have the right upon reasonable prior notice, to observe and to inspect and to audit AEON’s facility to ascertain compliance by AEON with the terms of this Agreement, including without limitation (a) the holding facilities for Product, and (b) AEON’s compliance with applicable law, including cGMP (if applicable). Following any such audit, DAEWOONG will discuss its observations and conclusions with AEON and corrective actions, if any, will be agreed upon by the Parties, and executed by AEON using Commercially Reasonable Efforts. 4.9 In addition to any other rights and remedies available to AEON, AEON shall have the right to recover lost profits in the event that DAEWOONG fails to deliver at least [***] in any [***] (a “Supply Default Event”). For purposes of this provision, lost profits would be equal to [***] of AEON operating profit (sales less direct expenses and the puce paid by AEON for such Products) on Products that have not been shipped against firm Purchase Orders during the period leading up to the Supply Default Event and bona fide Purchase Orders submitted by AEON that are consistent with the Forecast during the Supply Default Period (as defined below). Such payment shall be made with respect to all Product not shipped in the period giving rise to the Supply Default and for the period until DAEWOONG is again timely shipping Product to meet AEON’s needs (the “Supply Default Period”). The first such payment shall be made within [***] of the Supply Default Event, and every [***] thereafter. AEON agrees to permit full disclosure to DAEWOONG of AEON’s accounting records, solely related to the calculation of lost profits, for the [***] ending on the first day of the month in which the Supply Event Default occurred. In the event that DAEWOONG is unable to supply both AEON’s requirements of Product and its own and third parties’ requirements for Product, DAEWOONG shall allocate Product that DAEWOONG has in inventory and that DAEWOONG is able to Product, so that AEON receives its requirements of Product in priority to DAEWOONG and third parties. 4.10 At the request of AEON, DAEWOONG shall at its own cost and expense during the Term, maintain an amount of inventory of Product equal to AEON’s requirements for Product for [***] based on AEON’s most recent forecast (“Safety Stock”). The Safety Stock shall be (i) maintained for the sole benefit of AEON and its Affiliates, (ii) shall be stored at a secure facility in compliance with GMP, and (iii) shall not be used for the benefit of any other customer of DAEWOONG. DAEWOONG shall rotate the Safety Stock on a “First Expiry-First Out” basis for routine fulfillment of firm orders, subject to Article 7.

  • 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.

  • Supply of Products ‌‌ 3.1 The Supplier warrants that the Products shall: (a) correspond with their description and any applicable Product Specification; (b) conform in all respects with the Order and any relevant sample; (c) be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by Ornua, expressly or by implication, and in this respect Ornua relies on the Supplier's skill and judgement; (d) be manufactured by properly trained and qualified personnel using all reasonable skill, care and diligence and in a good and workmanlike manner;‌ (e) where they are manufactured products, be free from defects in design, materials and workmanship and remain so for the period set out in the Product Specification or, if none is specified, for at least 12 months after delivery; (f) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products;‌ (g) comply with all relevant standards including any UK Standards, European Standards or International Standards applicable in the UK and the country or State where the Products are to be used; and (h) in the case of Products containing food stuffs, when delivered to Ornua, comply with all applicable food and hygiene legislation and regulations and best industry practice.‌ 3.2 The Supplier shall ensure that at all times it has and maintains all licences, permissions, authorisations, consents and permits needed to carry out its obligations under the Contract in respect of the supply of Products. Breach of this Condition shall be deemed a material breach of the Contract. 3.3 Ornua may inspect and test the Products at any time before delivery. The Supplier shall remain fully responsible for the Products despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract. 3.4 If following such inspection or testing Ornua considers that the Products do not comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, Ornua shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.‌ 3.5 Ornua may conduct further inspections and tests after the Supplier has carried out its remedial actions.

  • Third Party Components The Products and Services may contain third party components (including open source software) subject to separate license agreements. To the limited extent a third party license expressly supersedes this XXXX, such third party license governs Customer’s use of that third party component.

  • API If the Software offers integration capabilities via an API, your use of the API may be subject to additional costs or Sage specific policies and terms and conditions (which shall prevail in relation to your use of the API). You may not access or use the API in any way that could cause damage to us or the Software, or in contravention of any applicable laws. We reserve the right in our sole discretion, to: (i) update any API from time to time; (ii) place limitations around your use of any API; and (iii) deny you access to any API in the event of misuse by you or to otherwise protect our legitimate interests.

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