Right of Manufacture. Subject to the terms of this Section 2.2, Customer agrees to purchase the Products exclusively from Supplier as long as Supplier is not in default under this Agreement. If Customer receives an offer from a Qualifying Third-Party (as defined below) to provide any of the Products at a per-item cost lower than that currently offered by Supplier (a “Third Party Offer”), Supplier shall have the right to match the terms of such Third Party Offer for a period of ten (10) days from Supplier’s receipt of the terms of such Third Party Offer from Customer. In the event Supplier agrees to match the Third Party Offer, Customer and Supplier shall enter into an amendment to this Agreement to conform to the terms of the Third Party Offer, except for such terms which are less favorable to Customer. If Supplier does not agree to match the Third Party Offer, Customer shall be free to enter into an agreement with such Qualifying Third Party to purchase the Product or Products in quantities and at the prices contained in the Third Party Offer and on payment terms no less favorable than those in the Third Party Offer, and this Agreement shall remain in full force and effect as to any other Products and purchases. For purposes of this Agreement, “Qualifying Third Party” shall mean a contract manufacturer registered with the U.S. Food and Drug Administration and holding GMP certification.
Right of Manufacture. 6.1. At such time as PBI determines that it will have Product manufactured, PBI shall promptly notify ActiMed in writing of its determination. Such writing shall include sufficient information regarding PBI's manufacturing requirements as necessary to allow ActiMed to evaluate performing the manufacture. Within thirty (30) days, ActiMed shall confirm in writing to PBI its intent to negotiate a manufacturing agreement.
Right of Manufacture. In the event that SCC files a petition under Chapter 7 or Chapter 11 of the US Bankruptcy Code where (a) this Agreement is not assumed without modification; (b) a liquidation plan is filed that involves the dissolution of that portion of SCC's business related to the Products; or (c) the Bankruptcy Trustee or SCC rejects this Agreement, MEG is hereby granted the right to use any licensed tools, jigs, gages, fixtures and equipment, the proprietary Specifications and all other available SCC manufacturing documents related to the Products and all other manufacturing level documents relating to the production of the Products together with all other documents and intellectual property above the manufacturing level as may be necessary to modify or correct the manufacturing process, including without limitation software and the source codes therein, which SCC owns or is otherwise authorized to license to third parties to produce the Product for the sole purpose of exhausting the Product specific components then in MEG's inventory and selling such Products until MEG has recouped the documented supplier invoice cost for such inventory, any actual out-of-pocket expenses attributable to cancellation charges paid for terminating Product specific supply contracts and all undisputed amounts outstanding invoiced by MEG to SCC for Product delivered to SCC prior to such filing. SCC also hereby grants to MEG the right to use any customer lists relating to sale of the Product for the purposes described above. Such use and sales rights shall be granted to MEG under a nonexclusive paid-up royalty-free license (except for any royalties payable to third parties which shall be paid by MEG) which shall, among other things, prohibit disclosure or transfer of whatsoever nature or kind of documentation to third parties, reserve all ownership rights in the documentation to SCC and provide for termination upon MEG's recoupment of the aforementioned expenses and receivables, which amount shall be calculated, agreed upon and plainly stated in such license. MEG specifically agrees that it shall not use, display or otherwise publish the trademark or trademarks of SCC or its affiliates in any other circumstance or for any other purpose. During the term of this Agreement and renewal thereof, the aforementioned documentation and specifications shall, at the option and expense of MEG, be deposited with an escrow agent with SCC having no right to seek the return thereof from the escrow agent un...
Right of Manufacture. 5.1 DERMA grants to IT during the term of this Agreement:-
5.1.1 the exclusive right to manufacture the Products; and
5.1.2 the exclusive right to sell and license the Products outside the United States of America and its possessions.
5.2 In consideration of such grant, IT shall pay to DERMA:-
5.2.1 A proportion of profit in respect of each Product calculated at fifty per cent (50%) of the gross margin;
5.2.2 Fifty per cent (50%) of any license fees obtained by IT in consideration of granting a license to sell any of the Products;
Right of Manufacture. Cornerstone agrees that, in the event it obtains approval from the FDA under Section 505(b)(2) of the Food, Drug and Cosmetic Act (“FD&C Act”) to manufacture or sell a product containing the active ingredient methscopolamine, Auriga shall automatically be granted a license to manufacture and sell any of Extendryl HC, Extendryl PSE, Extendryl DM, Extendryl Seniors, Extendryl Juniors, Extendryl Chewables and Extendryl Syrup, in each case, as formulated with methscopolamine on the date of this Agreement, in accordance with the approval granted under Section 505(b)(2) of the FD&C Act and all applicable laws. The foregoing licenses shall bear a royalty as provided in Section 3.2 and shall be irrevocable, except that Cornerstone may revoke the license if (a) Auriga engages in conduct that materially jeopardizes the continuing validity of the approval and fails promptly to cure any such violation or (b) Auriga fails to pay required royalties. The foregoing license is expressly limited to rights under the applicable approval and shall not constitute an express or implied license to any patent, trademark or other intellectual property right of the licensor.
