Purchase and Supply Agreement. During the Term, Company agrees to buy from Manufacturer, and Manufacturer agrees to sell to Company, such quantities of the Product as may be set forth on purchase orders placed by Company in accordance with the provisions hereof.
Purchase and Supply Agreement. During the term of this Agreement, NovaCardia agrees to buy, and DPC agrees to sell, such quantities of the API as set forth on Section A.7 of Schedule B at the prices set forth on Schedule C.
Purchase and Supply Agreement. Subject to the terms and conditions of this Agreement, thX agrees to supply, and Talis agrees to purchase, such quantities of Products as may be set forth in Purchase Orders (or Annual Commitment PO) placed by Talis in accordance with the provisions of Section 3.4.
Purchase and Supply Agreement. Subject to the terms and conditions of this Agreement, including but not limited to the immediately following two sentences, Supplier agrees to supply, and Sequenom agrees to purchase, such quantities of Supplier Products as may be set forth in purchase orders placed by Sequenom. Supplier shall be required to accept such purchase orders for Supplier Products provided such orders are no more than […***…]% over the four month average for such Supplier products in the latest forecast submitted by Sequenom pursuant to Section 2.2, and provided such orders are materially in line with historical purchases of such Supplier Products by Sequenom. Otherwise, Supplier may reasonably refuse such purchase orders. Supplier shall use best commercially reasonable efforts to deliver Supplier Products on the dates and in the quantities specified in Sequenom’s accepted purchase orders. All purchase orders during the Term by Sequenom to Supplier with regard to Supplier Products shall be governed by Supplier’s Standard Terms and Conditions, except to the extent otherwise expressly provided in this Agreement.
Purchase and Supply Agreement. (a) This Agreement including the Schedules and Appendices annexed hereto shall serve as a master commercial supply agreement governing the manufacture, purchase and supply of Drug Products between the Parties. The Parties have agreed, as of the Effective Date, to product-specific terms governing the purchase and supply of two (2) Drug Products, Gilead’s tenofovir disoproxil fumarate and adefovir dipivoxil products, as reflected in Appendices 1 and 2. Subject to Section 2.1(b), the Parties may agree to the manufacture, purchase and supply of additional drug products by agreeing to additional product-specific terms, each in the form of a new Appendix to this Agreement signed and delivered by a representative of the applicable Party, annexed hereto and incorporated herein once executed and delivered (each, a “Product-Specific Appendix”). Each Product-Specific Appendix shall be substantially in the form of Schedule C (e.g. C-1, C-2 and C-3) attached hereto, and shall include, at a minimum, the following for the applicable Drug Product: (a) an Exhibit A setting forth the API, API Specifications, Excipients, Excipient Specifications, Components, Component Specifications, and Disposition Package for the Drug Product covered by such Product-Specific Appendix; (b) an Exhibit B setting forth the finished product Specifications; and (c) an Exhibit C setting forth the pricing terms, Facility(ies), Territory, Yearly Minimum Volume, Drug Product costs and yields, effective date and initial term.
(b) Solely Gilead Sciences shall be Patheon’s counterparty to Product-Specific Appendices for the [*] supply of any Drug Product [*] or for any [*] supply of any Drug Product [*]. Solely Gilead World shall be Patheon’s counterparty to Product-Specific Appendices for the [*] supply of any Drug Product [*]. Solely Gilead Sciences will have the rights and obligations of Gilead hereunder to the extent pertaining to [*] supply of Drug Products [*] or for any [*] supply of any Drug Product for [*], in each case for which Gilead Sciences is party to the relevant Product-Specific Appendices. Solely Gilead World will have the rights and obligations of Gilead hereunder to the extent pertaining to [*] supply of Drug Products for [*] for which Gilead World is party to the relevant Product-Specific Appendices. Gilead World agrees to an obligation to provide to Patheon a written guarantee by Gilead Sciences, as Gilead World’s ultimate parent company, of Gilead World’s performance under this A...
Purchase and Supply Agreement. During the term of this Agreement, 3SBio agrees to buy, and AMAG agrees to sell, all of 3SBio’s and its Affiliates’ and permitted sublicensees’ requirements of Product for Development, Commercialization and use in accordance with the terms and conditions of this Agreement and the License Agreement.
Purchase and Supply Agreement. During the term of this Agreement, Purchaser agrees to buy, and Supplier agrees to use commercially reasonable efforts to sell, such quantities of Current Materials and Commercial Materials as may be set forth on purchase orders placed by Purchaser in accordance with the provisions of Section 4.3. The transfer price for supply of Current Materials and/or Commercial Materials shall be as provided in Section 6.1 and Exhibit B. Subject to each Statement of Work, Supplier shall license and supply Commercial Materials to Purchaser on an exclusive basis in the Field; provided however, that exclusivity with respect to the license and supply of Commercial Materials as set forth and defined on Exhibit C-2 ([*****]) shall be limited to a period of [*****] from the earlier of (a) the first commercial sale of [*****], or (b) [*****], subject to the conditions set forth at Exhibit B. Purchaser shall have the right to purchase and use in its Products similar non-infringing materials from one or more Third Parties during the term of this Agreement.
Purchase and Supply Agreement. During the term of this Agreement, Purchaser agrees to buy, and Supplier agrees to use commercially reasonable efforts to sell, such quantities of Materials as may be set forth on purchase orders placed by Purchaser in accordance with the provisions of Section 3.3. The transfer price for supply of Materials shall be as provided in Section 5.1. Supplier shall supply Materials to Purchaser on an exclusive basis and shall not have the right to manufacture for or to supply Materials to any third party without written concurrence from Purchaser, which shall not be unreasonably withheld. Purchaser shall have the right to purchase similar materials from one or more Third Parties during the term of this Agreement if Supplier fails to supply Materials that meet agreed upon specifications under the terms of this Agreement.
Purchase and Supply Agreement. During the term of this Agreement, SGI agrees to buy, and Supplier agrees to sell, such quantities of Products at such prices as may be set forth on Project Plans placed by SGI in accordance with the provisions of Section 1.2 and accepted by Supplier, which shall be attached hereto in sequential order as Exhibit X-0, Xxxxxxx X-0 and so on (“Project Plans”).
Purchase and Supply Agreement. During the term of this Agreement, Takeda agrees to buy, and AMAG agrees to sell, all of Takeda’s and its Affiliates’ and their respective sublicensees’ requirements of Product for commercial use under the License Agreement for the Licensed Territory, in accordance with the terms and conditions of this Agreement (including without limitation, the Quality Agreements, each of which shall be incorporated herein by reference whether or not attached hereto) and the License Agreement. Takeda shall have the right to use Product ordered under this Agreement for clinical use; provided that (a) such Product shall be subject to all of the terms and conditions of this Agreement, including the Specifications applicable to commercial supply, and (b) if Takeda desires that AMAG supply Product to Takeda for clinical use that is different from the Drug Product that AMAG is then supplying for commercial use under this Agreement, the Parties will discuss in good faith and enter into, each [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. in its sole discretion, a different arrangement governing such supply. All Product supplied by or on behalf of AMAG under this Agreement will be supplied in finished form in unlabeled vials, or as otherwise agreed by the Parties. Takeda shall be solely responsible for labeling and packaging such vials in accordance with the terms of this Agreement (including without limitation the Quality Agreements) and the License Agreement.
