Preferred Provider Relationship Sample Clauses

Preferred Provider Relationship. Discovery hereby grants to Quintiles the first and preferred opportunity to negotiate with Discovery to provide (a) clinical trial development and/or (b) commercialization services of the type commonly provided by the Quintiles (or any or its Affiliates), whether related to the Product or otherwise, that Discovery has, in its sole discretion, determined to outsource for the period beginning on the date hereof and ending five years following the Funding Date; provided that, as determined in Discovery's sole discretion: (i) the applicable services fall with the areas of recognized expertise of the Quintiles (or its Affiliates), (ii) the Quintiles (or its Affiliates) provides such services at competitive rates and makes its proposal on a competitive time schedule, and (iii) the Quintiles (or its Affiliates) expressly agrees to provide such services to meet Discovery's timeline. Without limiting the foregoing, Discovery agrees to keep Quintiles informed of the development of Surfaxin(R) in its present formulation for the ARDS treatment indication and Discovery shall outsource such work to Quintiles (or its Affiliates) with regard to the ARDS indication that Quintiles (or its Affiliates) is capable of performing so long as Quintiles (or its Affiliates) services can be performed in conformance with subsections (i), (ii) and (iii) above.

Preferred Provider Relationship. When used herein, provisions to the ------------------------------- effect that Supplier will be the "Preferred Provider" with respect to any ------------------ collaboration, products and/or services (collectively "Services") means that (a) -------- Purchaser will always first request Supplier to furnish such Services, (b) Supplier will offer to furnish such Services to the extent practical and available and (c) Purchaser will utilize Supplier for such Services unless (i) Supplier rejects supplying or states that it is unable to meet Purchaser's Service needs or (ii) Purchaser is able to enter into a Superior Arrangement for such Services. A "Superior Arrangement" for any Service means that Purchaser is -------------------- able to enter into an arrangement for such Service (i) with a company that is qualified, capable of providing the Services and creditworthy and (ii) such other company is offering to provide Services comparable to those offered by Supplier on terms that are substantively more favorable than those offered by Supplier, when such terms are considered in their totality. In comparing the collection of Services and terms offered, the collection of terms must be considered, including price, delivery terms and schedule, payment terms, functionality, volume, coverage, technology and/or additional offered enhancements, all considered in their totality. Services and terms are not comparable if a company is offering to provide only select Services or to work in only select markets (unless Supplier is unable to provide such Services or to service such market in which event Purchaser may select an alternative supplier for such Services and/or markets) and Supplier's offer covers more services and more markets. For the avoidance of doubt, it is understood that Purchaser will not "cherry-pick" among suppliers of Services if Supplier is offering substantially the same Services on reasonable terms. If Purchaser believes that it has an offer for a Superior Arrangement for Services, it will promptly provide Supplier notice thereof, giving Supplier the specifics of such offer and an opportunity to compare the collection of Services and terms being offered. Within five (5) business days after receipt of such notice (the "Response Period"), Supplier may either (1) offer substantially comparable terms (when taken as a totality) to the proposed Superior Arrangement, (2) decline to provide such Services or (3) object to Purchaser's characterization of such offe...

Preferred Provider Relationship