Purchase and Supply Obligations Clause Samples
The "Purchase and Supply Obligations" clause defines the responsibilities of each party regarding the buying and providing of goods or services under the agreement. It typically outlines the minimum quantities to be purchased or supplied, delivery schedules, and any conditions that must be met for orders to be fulfilled. By clearly specifying these obligations, the clause ensures both parties understand their commitments, reducing the risk of disputes over supply shortfalls or unmet purchase expectations.
Purchase and Supply Obligations. Norgine shall: manufacture or have manufactured and supply CMS such amounts of the Product for CMS’s Commercialisation of the Product in the Territory, as CMS may order from time to time in accordance with GMP, the Specifications and the Quality Agreement as well as the instructions of CMS which may vary from time to time, provided that CMS shall give Norgine reasonable written notice in advance (for the avoidance of doubt, any changes to the packaging of the Product requested by CMS shall be made at CMS’ sole cost); procure the package of the Product firm and complete in order to: i. prevent packing breakage, internal leakage and losing; ii.prevent the damage or deterioration of the Products due to stacking, collision, shock , pressure or temperature changes; iii. meet the needs for international long-distance transport and transport safety. procure that CMS, or its duly appointed agent (subject to the prior execution and delivery of a confidentiality agreement, in form and substance satisfactory to Norgine or Norgine’s contract manufacturer(s), as the case may be), shall have the right to inspect the premises of Norgine or Norgine’s contract manufacturer(s) where the Product are manufactured, Packaged and/or Labelled, which inspections may take place no more often than once per Year upon advance notice at any reasonable time and conducted in a manner designed to minimise inconvenience; cooperate with CMS for any inspection by a Regulatory Authority for the Territory, provided that CMS shall promptly notify Norgine of such inspection and provide reasonable assistance after CMS obtain the China IDL in the name of CMS or CMS’ designated party. Following delivery to CMS of a quantity of any Product (as specified in Section 9.6) CMS shall be responsible for all further activities, including all testing, shipping, transportation and certification of the relevant Product, necessary to import such quantity of the relevant Product into the Territory and otherwise distribute, store, handle, offer for sale and sell such quantity of the relevant Product in the Territory (or any part thereof). CMS shall pay all freight, insurance charges, taxes, import and export duties, inspection fees and other charges applicable to the sale and transport of the quantities of any Product purchased by CMS hereunder and Norgine shall assist and cooperate with CMS. Within ninety (90) calendar days of the Effective Date the Parties shall enter into a quality agreement covering manufact...
Purchase and Supply Obligations. (a) Any purchase of Product by Salix from Actavis, and supply of Product by Actavis to Salix, during Calendar Year 2010 shall be made only pursuant to mutual agreement of Salix, Actavis and Novel as to quantities of Product to be so purchased and supplied.
(b) Subject to Sections 2.2(c) and 2.8, Salix shall order from Actavis Product in accordance with the following:
(i) [*] of Salix’s requirements of the Product in excess of [*] Units ordered for delivery during the 2011 Calendar Year, and in any event not less than [*] Units ordered for delivery during the 2011 Calendar Year;
(ii) [*] of Salix’s requirements of the Product ordered for delivery during the 2012 Calendar Year, and in any event not less than [*] Units ordered for delivery during the 2012 Calendar Year; and
(iii) [*] of Salix’s requirements of the Product ordered for delivery during the 2013 Calendar Year and in each Calendar Year thereafter.
(c) In the event Salix should purchase any Product from Actavis ordered for delivery during Calendar Year 2010, then Salix shall be entitled to credit the number of Units so purchased by it against its minimum purchase obligations set forth in 2.2(b) for Calendar Year 2011 and subsequent Calendar Years until exhausted. For the [*] Confidential Treatment requested; certain information omitted and filed separately with the SEC. avoidance of doubt, Salix purchases ordered for delivery in excess of the minimum for the 2011 Calendar Year shall not be creditable against the minimum purchase obligation for the 2012 Calendar Year.
(d) For each Calendar Year in which Salix is required pursuant to Section 2.2(b) to order all or a specific portion of its requirements of Product from Actavis, Salix shall provide, within thirty (30) days after the end of that Calendar Year, a certification that it has ordered all or such specific portion, as the case may be, of its requirements of Product for that Calendar Year from Actavis. Actavis shall have the right to audit Salix's financial records, pursuant to and in accordance with Section 8.8, to confirm that Salix has, from time to time, ordered such requirements pursuant to Section 2.2(b).
(e) The Parties acknowledge and agree that the provisions of this Agreement relating to manufacturing and supply of Product are not intended to apply in respect of any rights to Exploit Product outside of the Territory and that manufacturing and supply arrangements that may apply to any such rights that may be granted to or acquired by S...
Purchase and Supply Obligations. Subject to the provisions of this Agreement, during the Term Licensee shall, and Licensee shall cause its Sublicensees to, purchase one hundred percent (100%) of their requirements of Licensed Product in bulk capsule form according to the Specifications for sale in the Licensee Territory from GPC Biotech, and GPC Biotech shall Manufacture and supply such quantities of Licensed Product to Licensee. GPC Biotech shall not supply Licensed Products to any Third Party within the Licensee Territory. In the event that GPC Biotech, at any time during the Term, has reason to believe that it or any Subcontractor will be unable to perform the services hereunder or that there will be a material delay in performance thereof, GPC Biotech shall (without limiting any other obligations GPC Biotech may have or rights or remedies Licensee may have ) promptly notify Licensee thereof.
Purchase and Supply Obligations. AeroGen shall purchase its and its Marketing Partners' requirements of BD Cartridges from BD, except as provided herein in the event of a supply default. BD shall manufacture and supply to AeroGen and its Marketing Partners their requirements for the BD Cartridge in accordance with binding purchase orders provided by AeroGen as described below.
Purchase and Supply Obligations. For the term set forth in this Master Supply Agreement, Bluejay will purchase to following Products listed in the table below from Company and Company shall supply the Products listed in the table below to Bluejay.
Purchase and Supply Obligations. For three (3) years from the acceptance date by Toray of the 1st milestone payment as set forth in Section 4.1.1 for Toray Chips placed by Bluejay, Bluejay shall purchase Toray Chips from Toray and Toray shall supply Toray Chips to Bluejay. The Parties may extend such three (3) years purchase and supply period with mutual written consent for a further period of up to one (1) year.
Purchase and Supply Obligations. (a) While this Agreement remains applicable to a Product, subject to Section 2.7, Salix, in accordance with the terms hereof, shall purchase from Lupin, and Lupin shall supply to Salix, all of Salix’s requirements of Product for marketing, sale and distribution under the License Agreement in the Territory except for such portion of Salix’s requirements of each Product as Salix reasonably and in good faith determines, in consultation with Lupin, it must source otherwise so as to secure and maintain a viable second source of supply for such Product.
(b) Lupin shall have the right to audit Salix’s records, pursuant to and in accordance with Section 8.8, to confirm that Salix has, from time to time, purchased such requirements as it is required to purchase by Section 2.1(a).
(c) The Parties acknowledge and agree that the provisions of this Agreement are not intended to apply (i) in respect of the Exploitation of Product outside of the Territory or (ii) to the Exploitation of any Non-Covered Product or any other product.
(d) Salix may at any time propose by notice to Lupin that the terms of this Agreement be revised to provide for supply of any Non-Covered Product required by Salix in respect of the distribution and sale of any Non-Covered Product in the Territory; and Lupin may at any time propose by notice to Salix that it be added as a qualified manufacturer of a Non-Covered Product in the Territory. Upon the giving of any such notice, Salix and Lupin shall thereafter pursue good faith discussions in respect of the conditions and terms upon which Lupin may supply some or all of Salix’s needs for the relevant Non-Covered Product in the Territory. Notwithstanding the provisions of the preceding sentences of this Section 2.1(d), however, the Parties acknowledge and agree that Salix may pursue discussions with Third Parties, whether before, after or during its discussions with Lupin on such subject, in respect of the supply of Salix’s needs in respect of any Non-Covered Product, and that any decision on the part of the Parties to enter into any arrangement for the supply by Lupin of Non-Covered Product shall be at each Party’s sole and absolute discretion.
Purchase and Supply Obligations. 2.1 Establishment of Capacity and Volume Commitments
(a) Forecast. Within [...***...] prior to the [...***...] during the term of this Supply Agreement, RFMD shall submit in writing or electronically to JAZZ a rolling [...***...] forecast setting forth the number of Wafers for which the Company shall commence a specified fabrication process [...***...] during each month of the forecast (a "Forecast").
Purchase and Supply Obligations. (a) Subject to the terms and conditions hereof, Glenmark shall Manufacture or have Manufactured by its Affiliate, Glenmark Generics Ltd., and supply to Salix, and Salix shall purchase from Glenmark, such quantities of Compound as Salix may order pursuant to Purchase Orders in accordance with the terms hereof from time to time during the Term.
(b) During the [*] ([*]) years following the first installation of Agreed Scale-Up Equipment and the production of the first trial batch of Compound therefrom, Salix shall order from Glenmark, on an [*] basis, the lesser of (i) the then-current Augmented Capacity (pro rated and averaged (on the basis of number of days elapsed) as necessary in respect of any partial year) and (ii) [*] percent ([*]%) of Salix’s aggregate requirements of Compound. For each year in the aforesaid [*] ([*])-year period, Salix shall provide to Glenmark, within [*] ([*]) [*] after the end of such year, a certification that it has ordered the required portion of its requirements of Compound for that year from Glenmark.
Purchase and Supply Obligations. From the Restated Effective Date subject to the provisions set forth in Sections 2.2, 3.1, 3.3, 10.1, 10.2.1 and Section 10.3.2, Elan shall have no further obligation to purchase Adjuvant from Antigenics (or its Affiliates or Third Party designee), and Antigenics (or its Affiliates or Third Party designee) shall have no further obligation to supply Adjuvant to Elan and its Sublicensees and, subject to the remaining provisions of this Agreement, Elan, its Sublicensees and/or selected Third Party Manufacturer shall have the right to manufacture its Adjuvant Requirements. Except as otherwise expressly set forth herein, including Section 10.3.1, the Parties hereby mutually agree that this Agreement will entirely supersede the Supply Agreement as of the Restated Effective Date.
10.3.1 The Parties hereby mutually agree to cancel, and hereby cancel [**] pursuant to the [**] and agree that neither Party shall have any obligations under Sections 2.4 or 2.5 of the Supply Agreement as of the Restated Effective Date. For the avoidance of doubt, the Parties agree that Elan’s [**] of [**] for [**] of [**] for [**] (the “[**]”) remains in effect and that the terms of the Supply Agreement applicable to [**] shall survive.
10.3.2 In the event Antigenics shall fail to meet any of the Technology Transfer Events by the corresponding due dates set forth above in Section 10.2.1, except to the extent due to the [**] or [**] on the part of [**] or [**], and fails to remedy such failure within [**] of receiving notice of such failure from Elan, then unless Antigenics shall demonstrate that Antigenics is willing and able to [**] of [**] of [**] by [**]:
a) Notwithstanding the Parties [**] with respect to [**] to [**], Elan may either [**] its [**] from a [**] or [**] or [**] for its [**] its [**];
b) Elan shall have no obligation to [**] any [**] to Antigenics under Section [**]; and
c) Antigenics shall [**] Elan [**] and [**] cooperate with [**] to [**] as a [**] of the [**].