Reliance by MOVA Clause Samples

Reliance by MOVA. 2.6.1 DEPOMED acknowledges that MOVA will rely on the Forecast and the Purchase Orders submitted pursuant to Sections 2.2 and 2.3 in ordering the Materials required to meet such Purchase Orders. In addition, DEPOMED understands that to ensure an orderly supply of such Materials it may be desirable for MOVA to purchase such Materials in sufficient volumes to meet the production requirements for Products during the ensuing six (6) months of DEPOMED’s Forecast or to meet the production requirements of any longer period agreed to by MOVA and DEPOMED. Accordingly, DEPOMED authorizes MOVA to purchase Materials in order to satisfy the requirements for Products for the immediately following six months contemplated in the most recent Forecast provided by DEPOMED and agrees that MOVA may make such other purchases of Materials to meet the Product requirements during such longer periods as may be agreed to in writing from time to time by DEPOMED at the request of MOVA or DEPOMED. If Materials ordered by MOVA pursuant to the Purchase Orders or this Section 2.6 are not included in finished Products manufactured for DEPOMED within six months after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree), or if such Materials have expired or become obsolete during such period (subject to MOVA using the First -In /First -Out method of accounting for such Materials), then MOVA shall promptly notify DEPOMED, and DEPOMED shall pay MOVA its actual costs therefor (including all costs incurred by * * * Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. MOVA in connection with the purchase and handling of such Materials and MOVA shall ship such Materials to DEPOMED at DEPOMED’s request); provided, however, that (i) DEPOMED shall have the option but not the obligation to take title to and possession of all or any portion of such Materials by written notice to MOVA, in which case MOVA shall cooperate with DEPOMED in the surrender, delivery and transfer of such Materials as promptly as is commercially reasonable, with any shipping and related expenses to be borne by DEPOMED, or (ii) in the event such Materials are incorporated into Products subsequently purchased by DEPOMED or into third party products manufactured by MOVA and subsequently purchased by a third party, DEPOMED will receive credit for any costs of such Materials previously paid ...