PURCHASE OF IMMC CONJUGATES AND IMMC HARDWARE Sample Clauses

PURCHASE OF IMMC CONJUGATES AND IMMC HARDWARE. 5.1 Subject to all the terms and conditions of this Agreement, Immunicon shall sell IMMC Conjugates to RDS for incorporation into Licensed RDS Products which have been developed and produced by RDS for use and sale by RDS solely for the Licensed Use, and also sell to RDS any IMMC Hardware that RDS may reasonably require in association with such use and sale of such Licensed RDS Products, in such commercially reasonable quantities as Immunicon is capable of supplying. RDS shall purchase its entire requirements of such IMMC Conjugates and IMMC Hardware exclusively from Immunicon. While this Agreement is in effect and except as provided in Article 11, RDS shall not, without Immunicon's prior written consent, after having introduced commercially to the market a particular Licensed RDS Product, sell any other magnetic particle separation product or substance substantially capable of being used in a similar manner to that of such Licensed RDS Product or used in a similar manner to IMMC Conjugates incorporated into such Licensed RDS Product. For the purposes of this Section 5.1, "in a similar manner" means the use or incorporation into a product as a substitute for functionality for which such Licensed RDS Product or IMMC Conjugate is technically and commercially suitable, but not use or incorporation into a product for which such Licensed RDS Product or IMMC Conjugate is not technically or commercially suitable; provided, however, that nothing in this sentence shall be construed to grant RDS the right to infringe any patent or other proprietary right of Immunicon. 5.2 The IMMC Conjugates to be produced and supplied to RDS hereunder shall be produced from and include only antibodies and any associated material and substances supplied by RDS to Immunicon. Immunicon shall not be obligated to utilize any other antibodies or other associated material and substances, and Immunicon shall have no obligation to produce any quantities of IMMC Conjugates for supply to RDS hereunder if such production and/or supply is determined in good faith by Immunicon's management to be technically or commercially not feasible for any reason, including without limitation the failure of RDS to supply sufficient quantities or quality of antibodies to Immunicon for use in IMMC Conjugates. The IMMC Conjugates and IMMC Hardware to be supplied and sold by Immunicon and purchased by RDS hereunder shall conform to the specifications for same as set forth in Appendix A, which may be amended from...
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