Common use of Preferred Supplier Designation Clause in Contracts

Preferred Supplier Designation. Applera will be the preferred supplier of Celera’s next generation Real-Time Instrument, subject to the following terms and conditions: (i) The Parties agree to negotiate in good faith the terms of a supply agreement for such instrument; and (ii) If, after negotiating in good faith, the Parties are unable to enter into such supply agreement within [***] following receipt of a notice from Celera specifying the date on which the Parties shall commence such negotiation (which date may not be prior to the date of the notice), the Parties may agree to a [***] extension. If the Parties are unable or unwilling to agree to an extension or if no agreement is reached during any such extension, Celera shall be granted [***] to all intellectual property owned by Applera and all intellectual property which Applera has the right to sublicense (and Celera shall bear the cost of any pass through royalties that would be associated with that sublicense) as of the Effective Date that is necessary to make or to have a next generation Real-Time Instrument made and supplied by a third party only to Celera; provided, however, that the terms of any such third-party supply relationship shall be no less favorable to Celera than the terms last proposed by Applera; and, provided further, that such third party shall not be infringing or challenging any patents of Applera related to such next generation real-time instruments at the time when Celera enters into a supply agreement with such third party.

Preferred Supplier Designation. Applera will be the preferred supplier of Celera’s next generation Real-Time Instrument, subject to the following terms and conditions: (i) The Parties agree to negotiate in good faith the terms of a supply agreement for such instrument; and (ii) If, after negotiating in good faith, the Parties are unable to enter into such supply agreement within [***] following receipt of a notice from Celera specifying the date on which the Parties shall commence such negotiation (which date may not be prior to the date of the notice), the Parties may agree to a [***] extension. If the Parties are unable or unwilling to agree to an extension or if no agreement is reached during any such extension, Celera shall be granted [***] to all intellectual property owned by Applera and all intellectual property which Applera has the right to sublicense (and Celera shall bear the cost of any pass through royalties that would be associated with that sublicense) as of the Effective Date that is necessary to make or to have a next generation Real-Time Instrument made and supplied by a third party only to Celera; provided, however, that the terms of any such third-party supply relationship shall be no less favorable to Celera than the terms last proposed by Applera; and, provided further, that such third party shall not be infringing or challenging any patents of Applera related to such next generation real-time instruments at the time when Celera enters into a supply agreement with such third party. [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Preferred Supplier Designation. Applera will be the preferred supplier of Celera’s next generation Real-Time Instrument, subject to the following terms and conditions: (i) The Parties agree to negotiate in good faith the terms of a supply agreement for such instrument; and (ii) If, after negotiating in good faith, the Parties are unable to enter into such supply agreement within [***] following receipt of a notice from Celera specifying the date on which the Parties shall commence such negotiation (which date may not be prior to the date of the notice), the Parties may agree to a [***] extension. If the Parties are unable or unwilling to agree to an extension or if no agreement is reached during any such extension, Celera shall be granted [***] to all intellectual property owned by Applera and all intellectual property which Applera has the right to sublicense (and Celera shall bear the cost of any pass through royalties that would be associated with that sublicense) as of the Effective Date that is necessary to make or to have a next generation Real-Time Instrument made and supplied by a third party only to Celera; provided, however, that the terms of any such third-party supply relationship shall be no less favorable to Celera than the terms last proposed by Applera; and, provided further, that such third party shall not be infringing or challenging any patents of Applera related to such next generation real-time instruments at the time when Celera enters into a supply agreement with such third party.