Right to Manufacture. As between Nestlé and the Company, the Company will retain all rights to Manufacture and have Manufactured HMPL-004 and the Products. Nestlé and the Company agree that the Company will be the sole source of clinical and commercial supplies of HMPL-004 and the Products to Nestlé, its Affiliates and Sublicensees, and that such supply arrangement be on a [**] and be documented in a supply agreement with reasonable terms to be negotiated by the Parties in good faith at a later date. Where the Company and Nestlé have been unable to agree the terms of the manufacturing agreement within [**] Business Days of the commencement of negotiations, or the Company is unable or unwilling to Manufacture HMPL-004 or the Products, the grant of rights to Nestlé pursuant to Section 2.1 will automatically be deemed to include the right to Manufacture and have Manufactured HMPL-004 and the Products anywhere in the world solely for Commercialization in the Field in the Territory (in which case, Nestlé will have the right to source itself any raw material required for the Manufacture of HMPL-004 and the Products).
Right to Manufacture. 7.1 Distributor shall have the right to manufacture the Product covered by this Agreement, instead of sourcing it from Skinvisible, provided that: (a) Distributor makes the Product strictly in accordance with the Formula, and that it achieves the Product Specifications; (b) Distributor sources the "M1 Polymer" ingredient for the Product from Skinvisible; (c) Distributor applies Skinvisible's INVISICARE Trademark in a prominent fashion to all packaging, labels, tags, advertising, and promotional materials associated with the Products; and (d) Distributor pays Skinvisible the license fees and royalties due pursuant to Sections 4.4 and 4.5. Distributor shall notify Skinvisible ninety (90) days prior to its commencement of the manufacture of Product under this Section 7.1.
7.2 Should Distributor decide to manufacture Product under this Agreement, Skinvisible shall disclose to Distributor as soon reasonably practicable the Formula, Product Specification, and manufacturing know-how in sufficient detail (using reasonable commercial efforts) to enable Distributor to make the Products. This information shall be treated as Skinvisible's Confidential Information pursuant to Article X. Notwithstanding the foregoing, Skinvisible shall not be required to disclose any specific information to Distributor in the event that any agreement with a third party would preclude Skinvisible from doing so.
7.3 Distributor shall bear all costs associated with the: (a) disclosure of the Formula, Product Specifications, manufacturing know-how; (b) adapting such information or technology for its use by Distributor; (c) any necessary training; and (d) any documentation done for Distributor's internal purposes.
7.4 Distributor and Skinvisible shall negotiate in good faith a separate agreement for supplying the M1 Polymer to Distributor for incorporation into the Product to be manufactured by Distributor, including the purchase price for such M1 Polymer.
7.5 Distributor shall permit duly authorized representatives of Skinvisible, at reasonable times, upon reasonable nature, and in the company of Distributor's employees to enter any facility where the Product is being manufactured for the purpose of: (a) inspecting those portions of the facility used in the manufacture, handling, or storage of the Product; (b) inspecting the manufacture, handling, and storage of the Product; and (c) ensuring that the provisions of this Agreement are being complied with by Distributor. Such representatives s...
Right to Manufacture. WCH shall have the right to manufacture Products pursuant to the license set forth in Section 2.1.2 at any time after (i) the fifth anniversary of the Launch of a Product in the United States by WCH upon six (6) months’ prior written notice to IMPAX or (ii) IMPAX notifies WCH pursuant to the last sentence of Section 5.3.2 that a change required by the FDA or other Regulatory Authority creates an unreasonable burden on IMPAX or results in the continuing compliance by IMPAX with this Agreement uneconomical, so long as WCH is not in breach of this Agreement as of the date such notice is delivered. In such event, IMPAX shall furnish to WCH or its designee, on a non-exclusive basis, all Technical Information relating to the Manufacture of Products, including all manufacturing know-how, that is reasonably necessary to enable WCH to make and have made Products and provide all technical assistance, at WCH’s cost, reasonably requested by WCH.
Right to Manufacture. 1.2 Reservation
Right to Manufacture. Notwithstanding any other provisions of this Agreement, in the event that Impax has an uncured material breach in accordance with Section 11.3 hereof, Schering shall have the right to manufacture the Product or have the Product manufactured by a Third Party in accordance with the Agreement, with no further payment obligations to Impax for any amounts relating to such manufactured Product.
Right to Manufacture. 17.1. If GTAT materially breaches its supply obligations under this Agreement or any SOW and fails to cure such breach within 10 Business Days of Apple’s written notice of such breach as set forth below, then GTAT, on behalf of itself and its Related Entities, hereby grants and conveys to Apple a fully paid-up, royalty-free, worldwide, nonexclusive, irrevocable, perpetual license under any Intellectual Property Rights owned, controlled or licensable by GTAT or its Related Entities to make, have made, use, have used, purchase, have purchased, sell, have sold, offer for sale, license, lease, import, have imported, export, or otherwise distribute or dispose of Sapphire Technology in Consumer Electronic Products (including components thereof), and to practice and have practiced any method in connection with the same by or for Apple or Apple’s Related Entities; provided, however, that Apple may exercise such license rights only: (i) for a period of up to 10 Business Days beginning upon Apple’s written notice to GTAT of any breach of GTAT’s supply obligations under this Agreement or any SOW, so long as such breach remains uncured, solely to prepare for but not to engage in commercial production of Goods; and (ii) indefinitely, and without the foregoing limitation on engaging in commercial production, if such breach remains uncured at the end of such 10 Business Day period.
17.2. As reasonably necessary to assist Apple in exercising its rights under this license, GTAT will promptly and fully provide any technical information, training, and other assistance Apple requests.
Right to Manufacture. The Licensee’s right to manufacture in the Territory and elsewhere in the world is non-exclusive (others may and will have the right to produce Products within the Territory for export and sale outside the Territory). Licensee shall have the right to import into the Territory Licensed Products manufactured outside the Territory; provided, however, that the Licensee takes reasonable precautions to prevent all labels, tags, packaging material, business supplies and advertising and promotional materials and all other forms of identification bearing the Trademark (collectively, ‘‘Labels’’) from being used otherwise than in connection with the distribution and sale of Licensed Products within the Territory. The Licensee shall neither export Licensed Products from the Territory, nor sell Licensed Products to any entity which it knows, or reasonably should know, intends to export Licensed Products from the Territory.
Right to Manufacture. If any one or more of the following events occurs, GTECH shall have the right, including the rights under any of the VENDOR's applicable patents and copyrights, to use the "Manufacturing Package" to manufacture or have manufactured the Products for a period not to exceed eighteen (18) months from the occurrence of the triggering event.
a.) VENDOR ceases doing business as an entity or is finally adjudicated a bankrupt under Chapter 7 of the Bankruptcy Act or any similar or successor provision for the liquidation or dissolution of VENDOR;
b.) A petition in bankruptcy is filed by or against VENDOR and is not dismissed within ninety (90) calendar days thereafter or if a receiver, trustee in bankruptcy or similar officer is appointed to take charge of all or a substantial part of VENDOR's property;
c.) If GTECH has a commercially reasonable and documented basis for believing that VENDOR has become unable to materially perform the material provisions of this Agreement and VENDOR fails to provide GTECH commercially reasonable assurances of future performance within sixty (60) calendar days of GTECH’s written request for such assurances (which request will specify the assurances required);
d.) VENDOR assigns this Agreement in violation of Section 20 of this Agreement; or
e.) VENDOR has materially breached any material provision of this Agreement and failed to cure such breach within sixty (60) calendar days after receiving written notice of such breach from GTECH.
f.) VENDOR has materially failed to fulfill its delivery obligations, including but not limited to, repeated late deliveries. GTECH will notify VENDOR in writing that GTECH intends to exercise this clause. GTECH shall not have the right to manufacture pursuant to this clause if VENDOR, during the sixty (60) calendar days after receipt of notification, takes commercially reasonable steps to correct the recurrence of delivery problems to reasonable satisfaction of GTECH.
Right to Manufacture. In the event that Santen duly exercises the option provided in Section 8.9(a), Inspire hereby grants to Santen, and Santen hereby accepts, a royalty-free license (the "Manufacturing License") under the Licensed Technology necessary to make, have made, use and sell Compound for such of Santen's requirements therefor as Santen has elected pursuant clause (i) or (ii) of Section 8.9(a) in the Territory for use in connection with the fulfillment of Santen's obligations under Section 5.5. Such Manufacturing License shall be subject to all other terms and conditions of this Agreement. In addition, Santen agrees not to exercise any of its rights under the Manufacturing License except to the extent expressly permitted in Section 8.9(a). In such event: (i) Inspire shall provide to Santen copies of all documentation within Inspire's possession and control that is reasonably necessary for Santen to manufacture (or have manufactured) Compound; (ii) Inspire shall provide such technical assistance to Santen as is reasonably necessary to enable Santen to manufacture (or have manufactured) Compound in accordance with the Compound Specifications and Manufacturing Standards; (iii) to the extent that Santen manufactures (or has manufactured) Compound pursuant to the Manufacturing License, Santen shall be relieved of its obligation to purchase from Inspire such quantities of Compound; and (iv) Inspire shall reasonably cooperate with Santen to establish an alternative supply, including locating qualified Third Party manufacturers and sources of materials.
Right to Manufacture. Omthera has the right to have BioVectra manufacture Product from Material manufactured by Ocean Nutrition Canada, Limited in accordance with the terms and conditions of this Agreement free of any obligations to Ocean Nutrition Canada, Limited which might, in any way, affect BioVectra or the obligations of either BioVectra or Omthera under this Agreement.
