Supply and Distribution Sample Clauses

Supply and Distribution. 5.1 The Licensee shall be solely responsible for providing its own clinical, promotional and commercial infrastructure to support the manufacture and sale of the Products in the Territory. The Licensee agrees, where applicable and to the extent that it is able: (a) to not seek; and (b) to waive, regulatory exclusivity in the Territory in relation to any data relating to the Products. 5.2 In each country of the Territory the Licensee shall, acting in compliance with all applicable laws and regulations, use its best endeavours to commercialise and maximise access to the Product(s) as soon as it has obtained Regulatory Approval for such Product(s) in the relevant country.

Supply and Distribution. Upon exercise of the Distribution Option during the Option Period, Accuray and the Company shall work diligently, in good faith, and without undue delay to enter into expeditiously a binding, non-exclusive supply and distribution agreement (the “Distribution Agreement”) for the Company’s DWA products prior to the end of the Option Period. Accuray will use reasonable efforts to provide initial drafts of the Distribution Agreement for the Company’s consideration early during the Option Period, as long as Accuray in its discretion deems it practicable at the time. With the delivery of the drafts, Accuray will also provide a proposed Option Period timeline for additional diligence (if any), negotiations, and execution of the Distribution Agreement. The Distribution Agreement will provide that {**********}.

Supply and Distribution. 3.1 During the term of this Agreement, and subject to the terms and conditions set forth herein, (a) Xcyte shall, as ordered by Dynal, supply Dynal with the Antibodies, at Xcyte’s [*] Certain information on this page has been omitted and filed separately with the Securities & Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. cost, for use by Dynal solely for use in the production of the Dynabeads® X-000 XX0/XX00 X in accordance with the specifications for the Antibodies set forth in Attachment A and the Specifications; and (b) Dynal, subject to Xcyte’s obligation to supply Antibodies to Dynal, shall supply to Xcyte, and Xcyte shall purchase from Dynal, all of Xcyte’s and its Affiliates’ requirements (i) for Dynabeads® X-000 XX0/XX00 X for use in clinical trials and other product research, development, certification or regulatory activities conducted in connection with either or both of the Products in the Field in the Territory; and (ii) for Dynabeads® X-000 XX0/XX00 X for use, marketing, distribution, sale and import by Xcyte and its Affiliates in the Field in the Territory; and (iii) to be held in reasonable inventories associated with any of the foregoing. 3.2 During the term of this Agreement, Dynal shall supply to Xcyte, and Xcyte shall purchase from Dynal, all of Xcyte’s and its Affiliates’ requirements (a) for Dynabeads® M-450 Epoxy T for use in clinical trials and other product research, development, certification or regulatory activities conducted in connection with either or both of the Products in connection with the Dynabeads® X-000 XX0/XX00 X in the Field in the Territory; (b) for Dynabeads® M450 Epoxy T for use, marketing, distribution, sale, and import by Xcyte and its Affiliates in connection with the Dynabeads® X-000 XX0/XX00 X in the Field in the Territory; and (c) to be held in reasonable inventories associated with any of the foregoing. For the avoidance of doubt, to the extent that Dynal has to conduct any development activities with respect to the Dynabeads® M-450 Epoxy T, Dynal shall ensure that it conducts such activities in a timely manner so that it will be able to supply Xcyte the Dynabeads® M-450 Epoxy T Product when it supplies Xcyte the Dynabeads® X-000 XX0/XX00 X Product, as provided under this Agreement. 3.3 Xcyte shall ensure that any Products to be sold or otherwise distributed by Xcyte or its Affiliates or any of their distributors, licensees or agents, for use in the Fie...

Supply and Distribution. With respect to all countries in Latin America, to the extent S-P and/or M determines to sell Cholesterol Products in Latin America, the Singapore Partnership will supply an Affiliate of S-P and/or M, as the case may be, with finished, unpackaged Cholesterol Products, for sale in those countries in Latin America determined by S-P or M respectively. Sales from the Singapore Partnership to the S-P Affiliate and to the M Affiliate will be at the same price. Subject to the provisions of Sections 3.4.1 and/or 3.4.3, S-P and M will be entitled to commence marketing and selling Cholesterol Products in the Field in any country in Latin America at any time. S-P or M will market, promote and sell their Cholesterol Products independent of the other. S-P and M will have the right to introduce multiple brands of each Cholesterol Product in any country in Latin America. Each of S-P and M (each, a “Distribution Party”) may sublicense and/or sell Cholesterol Products for sale and distribution in any country in Latin America to those distributors or sub-licensees, (i) in which a Distribution Party owns, directly or indirectly, at least [*] of the outstanding equity interests in such distributor or sub-licensee as of the date in which such distributor or sub-licensee commences the marketing and sale of the Cholesterol Products in such country, or (ii) that the Latin America Executive Sponsors (after consulting with and receiving the advice and recommendation of the WWOC) have approved as a distributor or sub-licensee of the Distribution Party, provided, that if the Non-Distribution Party reasonably believes that the performance of such distributor or sub-licensee in the applicable country is unsatisfactory, then, the Non-Distribution Party, may request a discussion with the Latin America Executive Sponsors to consider whether such distributor’s or sub-licensee’s performance in the applicable country is unsatisfactory. If, following such discussion, the Non-Distribution Party reasonably determines that the distributor’s or sub-licensee’s performance in the applicable country is unsatisfactory, then the Non-Distribution Party shall provide the Distribution Party with written notice, setting forth in reasonable detail the basis for such determination. Thereafter, such distributor or sub-licensee shall have sixty (60) days to demonstrate to the Non-Distribution Party that it has cured such unsatisfactory performance. If, during such period, the distributor or sub-licensee fails...

Supply and Distribution. (1) Simultaneously with the execution and delivery of this Agreement, the Singapore Partnership shall execute and deliver separate, identical (except for the name of MSDIL and SOL) Supply and Distribution Agreements in the form attached hereto as Exhibit 12, with MSDIL and SOL pursuant to which, in each case, MSDIL and SOL, respectively, will have the right to acquire finished, unpackaged Cholesterol Products for packaging and sale to customers in Latin America. MSDIL and SOL will then separately arrange for warehousing and sale in those countries in Latin America in which M or S-P, as applicable, has determined to sell the Cholesterol Products.

Supply and Distribution. 3.1.1 Subject to the terms and conditions of this Agreement, Iridex shall use commercially reasonable efforts to make available, manufacture and supply (or have manufactured and supplied) the Products to Topcon and its Affiliates and Subdistributors in each Territory. 3.1.2 Subject to Sections 2.1 and 2.5, during the Term, Iridex shall not, directly or indirectly, supply Products to any Third Party for Distribution in the Territory other than through Topcon and its Affiliates and Subdistributors pursuant to this Agreement. 3.1.3 Iridex shall, at Topcon’s reasonable request, provide Topcon with a written report summarizing Iridex’s plans for development and commercialization of its ophthalmology laser products, including updates and improvements, and successor to the Products to be developed, commercialized, marketed, launched or otherwise Distributed within the one-year period following such date, and any other information reasonably requested by Topcon, and upon provision of such report, respond to any reasonable inquiries from Topcon with respect to matters described in such report, upon Topcon’s request.

Supply and Distribution. Biosite shall have the exclusive right to distribute the Product for use in the Field in the United States of America and Canada. On the terms and subject to the conditions of the Supply and Distribution Agreement and the Reader Development and Supply

Supply and Distribution. OraSure shall, at its sole cost and expense, use Commercially Reasonable Efforts to: (a) have the Product manufactured either directly or through a Third Party manufacturer for the Field in the Territory; and (b) handle Product inventory, returns and receivables for the Field in the Territory. OraSure shall utilize Commercially Reasonable Efforts to maintain, or cause its Third Party Providers to maintain, sufficient stock of the Product available in its inventory for prompt delivery to the HCPs in the Field and the Territory following receipt of Product purchase orders. OraSure shall manufacture or cause to be manufactured the Product for the Field and Territory in accordance with all Applicable Law, including the FFDCA and Current Good Manufacturing Practices, as applicable.

Supply and Distribution. (1) Simultaneously with the execution and delivery of this Agreement, MSDIS and the Singapore Partnership shall execute and deliver a Supply and Distribution Agreement in the form attached hereto as Exhibit 5, pursuant to which MSDIS will acquire finished, unpackaged Cholesterol Products for packaging and sale to customers in the EMEA. (2) In the event that MSDIS, or any Affiliate of MSDIS, has failed, for any reason (including without limitation an event of force majeure), to perform, in any material respect, its obligations under the Supply and Distribution Agreement entered into pursuant to this Section 2.1(e) to supply and/or distribute Cholesterol Products received from the Singapore Partnership in the EMEA, such failure to perform is not cured and performance by MSDIS, or an Affiliate of MSDIS, as applicable, is not resumed within sixty (60) days of written notice by S-P of such failure, and S-P (or its designated Affiliate) can demonstrate to the Singapore Partnership that it has the ability and the facilities and expertise to assume such obligations, then S-P (or its designated Affiliate) shall have the right to assume the rights and responsibilities of MSDIS under the Supply and Distribution Agreement for supply and distribution of Cholesterol Products in the EMEA. In such event, the Singapore Partnership, MSDIS (or its Affiliate, as applicable) and S-P (or its designated Affiliate) shall immediately amend the Supply and Distribution Agreement and/or perform such other acts as are necessary to substitute S-P (or its designated Affiliate) for MSDIS (or its Affiliate, as applicable) as a party to the Supply and Distribution Agreement and to assign and transfer to S-P (or its designated Affiliate) all of MSDIS's (or its Affiliate's) rights and -25- <PAGE> obligations under the Supply and Distribution Agreement with respect to supply and distribution of Cholesterol Products in the EMEA, including without limitation any rights to receive payment for services performed thereunder. Nothing in Section 2.1(e) shall be construed as a waiver of any other rights or remedies available to S-P under this Agreement as a result of such failure to perform by MSDIS. (3) In the event that responsibility for supply and distribution of Cholesterol Products in the EMEA is transferred to S-P (or its designated Affiliate) pursuant to Section 2.1(e)(2) and MSDIS, or an Affiliate of MSDIS, at any time thereafter demonstrates to the Singapore Partnership that it has the abil...

Supply and Distribution. 2.1 During the term of this Agreement and any extension or renewal thereof pursuant hereto, and subject to the terms and conditions of this Agreement, Supplier hereby grants to X.Xxxxx the sole and exclusive right to, directly and indirectly, market, sell and distribute the Products in each and every country throughout the entire world, except for the United States of America and Canada (collectively, the “Territory”); provided, however, if X.Xxxxx has not launched a marketing campaign, sold any Products or initiated the regulatory registration approval process in any particular country within the Territory by January 1, 2009, then such country shall, at the election of Supplier, be removed from the Territory effective upon written notification from Supplier to X. Xxxxx that is received by X.Xxxxx not later than March 31, 2009. 2.2 Supplier shall manufacture and supply to X.Xxxxx, and X.Xxxxx shall purchase from Supplier, the Products that X.Xxxxx may order pursuant to the terms of this Agreement. Unless otherwise specified in an Appendix hereto, all raw materials, tooling and packaging components necessary to manufacture the Products will be supplied by Supplier, and shall conform to the requirements of this Agreement and to the specifications attached as Appendix C attached hereto and made a part hereof (collectively, the “Specifications”). 2.3 During the term of this Agreement and any extension or renewal thereof pursuant hereto, and subject to the terms and conditions of this Agreement, Supplier shall not directly or indirectly grant to any other person a right to make, have made, market, sell, distribute or use the Products in the Territory. Further, Supplier shall not market, sell or distribute the Products in the Territory on its own behalf. Supplier shall advise X.Xxxxx of all customers in the Territory to which Supplier and its affiliates have directly sold the Products up to the Effective Date and, after the Effective Date, X.Xxxxx shall have the sole and exclusive right to market and sell the Products to those customers located in the Territory. 2.4 If during any Contract Year (as hereinafter defined) X.Xxxxx fails to place purchase orders for at least the minimum purchase quantities for any Product for such Contract Year (as described on Appendix B attached hereto and made a part hereof) (the “Annual Minimum Purchase Requirement”), but places purchase orders for at least 85% of such minimum purchase quantities, Supplier’s sole remedy shall be t...