Supply Agreement. Seller and Buyer, or their Affiliates, shall have executed the Supply Agreement.
Supply Agreement. During the period of two (2) years following the Trigger Date (the “Tail Period”), if a member of the Newco Group (the “Newco Purchaser”) reduces in any given six-month period (which period starts at any point of time after the Trigger Date) the GE Sourcing Costs Share with respect to any Seller Good that it purchases from a member of the GE Group (the “GE Supplier”) pursuant to the Supply Agreement by thirty percent (30%) as compared to the GE Sourcing Costs Share with respect to such Seller Good purchased from GE Supplier in the most recently completed calendar year prior to the Trigger Date, and the GE Supplier (a) has available capacity to supply such Seller Good pursuant to the Supply Agreement and (b) is not in material breach of the Supply Agreement (which such breach is incapable of being satisfied or cured by the GE Supplier within thirty (30) calendar days following receipt of written notice from the Newco Purchaser of such breach), then Section 1 shall no longer restrict the GE Supplier from selling such Seller Good during the remainder of the Tail Period. Upon reasonable request from the applicable GE Supplier, Newco shall, or shall cause the applicable Newco Purchaser to, provide to the applicable requesting GE Supplier, in reasonable detail, the GE Sourcing Costs Share with respect to applicable time periods. For purposes of this Section 4, “GE Sourcing Costs Share” means the quotient of (a) the amount of the sourcing costs incurred by the Newco Purchaser with respect to any Seller Good (as defined in the Supply Agreement) purchased by the Newco Purchaser from the GE Supplier in any given period of time divided by (b) the aggregate amount of the sourcing costs incurred by the Newco Group with respect to such Seller Good purchased by the Newco Group from the GE Group and third party suppliers in the same period of time.
Supply Agreement. (a) Within * after the Effective Date of this Agreement, the parties shall enter into a supply agreement (“Supply Agreement”) on reasonable and customary terms with respect to the preclinical, clinical and commercial supply arrangements contemplated in Section 8.1 for such Products and Program Carriers, including without limitation provisions for quality assurance and quality control, and in any event consistent with terms summarized in this Section 8.2.
(b) Emisphere shall utilize a qualified Third Party subcontractor to perform its manufacturing obligations with respect to Products and the Program Carrier; provided that each subcontractor and subcontract agreement (and any material changes thereto) that does not solely relate to or provide services with respect to the Program Carrier will be subject to Genta’s prior approval, not to be unreasonably withheld, and that the terms of each subcontract agreement shall be reasonably consistent with all of the requirements and limitations imposed upon Emisphere under the Supply Agreement. To the extent the Emisphere wishes to itself manufacture the Products or Program Carriers (as opposed to using a subcontractor), then the parties will negotiate in good faith the terms of such a proposed arrangement, including without limitation as to price and quality assurance. * denotes material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission.
(c) Supply prices under the Supply Agreement for Program Carrier or finished Product supplied by Emisphere will not exceed *. Genta shall supply the Gallium Salt to Emisphere free of charge, including shipping costs, for all Products to be manufactured by Emisphere.
(d) The Supply Agreement will contain terms and conditions typically included in supply agreements for similar products at similar volumes and similar stages of development. Without limiting the generality of the foregoing, the parties intend that the Supply Agreement will include the following:
(i) Provisions that require Genta, on a monthly basis, to provide Emisphere with a written * rolling forecast of its anticipated Product (or, as applicable, Program Carrier) demand (each a “Forecast”). It is anticipated that the quantities set forth in the first * of each Forecast will be treated as firm purchase orders, and that otherwise, each Forecast will be non-binding. It is also anticipated that Emisphere will generally be obligated to accept all purchase o...
Supply Agreement. Contractor shall use its best efforts to maintain uninterrupted relationships with refineries, pipelines, terminals, and other sources of fuel supply and distribution through supply agreements necessary to supply Purchasers with the total quantity of required fuel for the life of the contract. These relationships and agreements must support the State of Washington’s Fuel Product’s needs.
Supply Agreement. Buyer and Seller, or their respective affiliates shall on or before Closing enter into the Supply Agreement attached hereto as Exhibit A.
Supply Agreement. Within one hundred eighty (180) days after ---------------- the Effective Date, the Parties shall negotiate and agree in good faith a supply agreement relating to supply to GSK of its worldwide commercial requirements of API Compound incorporating the Standard Terms and relevant other terms relating to specifications and quantities required. The Parties acknowledge that Product Suppliers engaged by Adolor will carry out such manufacture and supply on Adolor's behalf. Upon receipt of such API Compound, GSK shall have thirty (30) days to perform the Testing Protocol to determine if such API Compound conforms to the specifications and GSK shall promptly notify Adolor of any API Compound that does not conform to the specifications.
Supply Agreement. The Supply Agreement shall not have been terminated by the Borrower or any other Loan Party and shall remain in full force and effect;
Supply Agreement. None of the Loan Parties will terminate the Supply Agreement prior to the later to occur of the Amortization Commencement Date or the satisfaction in full of the Borrower's purchase commitments under the Supply Agreement.
