Supply Agreement Key Elements Sample Clauses

Supply Agreement Key Elements. The Parties agree to negotiate the terms of a supply agreement in good faith, subject to the terms of this Agreement, which will include the following: 1. Vertex will supply Product that meets the Specifications (unless otherwise agreed by Vertex) to ▇▇▇▇▇▇▇ [***] the Effective Date of the Agreement. 2. ▇▇▇▇▇▇▇ will forecast and place orders with Vertex for its Product requirements and its requirement of Intermediates for Commercialization in the Territory, commencing [***] of the first requested delivery of Tablets. Based on the current Development Program, the first forecast to be provided under the Supply Agreement will be due [***] Based on the forecast, Vertex will make commitments to Third Party Manufacturers for Territory supplies, in accordance with lead-time or contractual obligations with Third Party Manufacturers, that will be binding on ▇▇▇▇▇▇▇. 3. Vertex will supply ▇▇▇▇▇▇▇ through its Third Party Manufacturers in accordance with the terms of the Third Party Manufacturer agreements. 4. Vertex will supply the Product to ▇▇▇▇▇▇▇ at [***]. All [***] directly related to supply of Product to the Territory will be borne by ▇▇▇▇▇▇▇. Vertex will provide financial transparency for all [***] associated with supply of Product for the Territory. 5. Delivery will be FCA facility (see INCOTERMS 2000). 6. ▇▇▇▇▇▇▇ will be responsible for shipping and handling charges arising in connection with Product delivered to ▇▇▇▇▇▇▇, and for defining the method of shipment and for undertaking, at its expense, any validation that may be required.