Product Supply Agreement. In addition, the Product for use in GLP Toxicology Studies will be manufactured and supplied solely by Sutro pursuant to a separate supply agreement (the “Product Supply Agreement”), in sufficient quantities and quality (as mutually agreed by the Parties and set forth in a supply plan) at a transfer price of [*] to permit Merck to conduct the GLP Toxicology Studies. At Merck’s election, the Product Supply Agreement shall also include the supply by Sutro to Merck of Product for Phase I Clinical Trials and Phase II Clinical Trials. The Parties shall negotiate in good faith and execute such Product Supply Agreement at the latest on the date that is [*] after written notice by Merck to Sutro of its desire to enter into a Product Supply Agreement (the “Merck Notification Date”). If the Parties are unable to agree on a Product Supply Agreement by the date that is [*] months after the Merck Notification Date, Sutro will initiate the transfer of the process for production of the Product to a CMO as set forth in Section 5.7.
Product Supply Agreement. At the Closing, Buyer and Seller shall enter into, execute and deliver a product supply agreement on substantially the terms set forth in Exhibit H whereby Buyer agrees to provide and Seller agrees to purchase, over a three year period, certain products as set forth in such agreement (the "Product Supply Agreement").
Product Supply Agreement. (a) Attached hereto as Exhibit A are purchase orders (the “Purchase Orders”) from Purchaser for Products (as defined in the PSA), which supersede and replace in the entirety any and all forecasts or purchase orders previously delivered by Purchaser under the PSA. Purchaser will not submit, and Seller will not accept, any further purchase orders or forecasts under the PSA. Seller will build and deliver Products only pursuant to the foregoing purchase orders. Attached hereto as Exhibit B is a schedule of Products, hand pieces and service parts (the “Accessories Purchase Orders”) that Seller will deliver to Purchaser prior to October 16, 2007. All of the delivery dates set forth in the Purchase Orders and the Accessories Purchase Orders may be delayed by Seller in its discretion except for the delivery dates related to the Gemini products; provided, however, that in no event shall such delivery date be delayed by more than ninety (90) days following the delivery date set forth in such Purchase Order.
(b) In accordance with the terms of the Letter Agreement between Parent and Purchaser, dated June 27, 2007, as amended on July 31, 2007 and August 6, 2007 (as so amended, the “Letter Agreement”), the payment terms for (i) all Products sold to Purchaser under the PSA and the purchase order attached hereto as Exhibit A, and (ii) the hand pieces and service parts listed on Exhibit B shall be cash in advance or via a confirmed letter of credit (with Seller being entitled to immediately draw on such letter of credit upon shipment of Products), and Section 3.2 of the PSA is hereby amended to reflect the foregoing. Purchaser will pay to Seller, by wire transfer in immediately available funds, against outstanding invoices under the PSA, plus accrued interest, the following amounts: (i) $100,000 on each of August 23, 2007 and August 30, 2007; and (ii) $150,000 on each of September 6, 2007, September 13, 2007, September 20, 2007, and September 27, 2007. The foregoing payment schedule shall supersede and replace the weekly payment schedule in the Letter Agreement, and Parent and Seller waive Purchaser’s prior breach of the weekly payment schedule in the Letter Agreement. Seller will apply these payments first to invoices (both invoiced amount and accrued interest) that have been outstanding the longest. Purchaser will pay the remaining balance of all outstanding invoices under the PSA in full, plus accrued interest, upon the earlier of (a) two (2) business days following th...
Product Supply Agreement. The Company shall have executed and ------------------------ delivered to the Investor a product supply and license agreement in substantially the form of Exhibit F.
Product Supply Agreement. At the Time of Closing, the parties shall enter into an agreement pursuant to which Purchaser agrees to manufacture, package, label and supply certain finished products to Seller's Affiliate, Aventis Pharmaceuticals Inc., including products for its Dermik Laboratories division (the "Product Supply Agreement"). Throughout the entire term of the agreement, pricing for services and materials shall be provided at Seller's * * * The parties shall enter into a technical agreement in connection with the Product Supply Agreement (the "Product Supply Technical Agreement").
Product Supply Agreement. Seller and Purchaser shall have executed the Product Supply Agreement and related Product Supply Technical Agreement.
Product Supply Agreement. At the Time of Closing, the parties shall enter into an agreement pursuant to which Purchaser agrees to manufacture, package, label and supply certain finished products to Seller's Affiliate, Aventis Pharmaceuticals Inc., including products for its Dermik Laboratories division (the "Product Supply Agreement"). Throughout the entire term of the agreement, pricing for services and materials shall be provided at Seller's * * * * Confidential material redacted and filed separately with the Commission. CONFIDENTIAL TREATMENT * * ; subject to an adjustment * * * The parties shall enter into a technical agreement in connection with the Product Supply Agreement (the "Product Supply Technical Agreement").
Product Supply Agreement. On the Closing Date, Seller and Buyer shall ------------------------ enter into the Product Supply Agreement in substantially the form of Exhibit B --------- attached hereto (the "Product Supply Agreement").
Product Supply Agreement. The Seller and the Buyer shall have entered into the Product Supply Agreement.
