Supply and Purchase Obligations. (1) MiniFAB shall manufacture the Product exclusively for TearLab; and MiniFAB shall sell the Product exclusively to TearLab or its designee; and unless the Parties otherwise agree MiniFAB shall not otherwise manufacture, sell, or distribute the Product to any third party.
(2) TearLab must exclusively order the Product from MiniFAB unless there are Exceptional Circumstances or clause 3.4
(6) applies. For the purposes of this Agreement, Exceptional Circumstances mean:
(a) an inability by MiniFAB to provide the Product for 60 days; or
(b) a 3 month period in which each delivery of Product has at least 10% of the Product failing to meet the Supply Requirements, and MiniFAB being unable to supply conforming replacement Product such that MiniFAB would have to exceed the Monthly Manufacturing Limit in the following two months in order to ensure that it was able to supply the forecast requirements of Product in those two months. In the case that there are Exceptional Circumstances, MiniFAB may notify TearLab when the Exceptional Circumstances have been overcome and TearLab will be required, from 60 days after such notification, to be supplied exclusively with Product from MiniFAB; provided that TearLab shall have the right to fully honour any supply commitments incurred by TearLab resulting from the Exceptional Circumstances, to the extent that such commitment are not inconsistent with this Agreement.
(3) Without limiting clause 3.4(2) and for the avoidance of doubt, TearLab may not assign or licence any of the TearLab IP (as defined in clause 10.4(1)) to anyone else with the intention or effect of allowing someone else to manufacture the Product except as expressly permitted under this Agreement (including without limitation if there are Exceptional Circumstances or clause 3.4(6) applies). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(4) MiniFAB hereby acknowledges that TearLab needs to obtain a reliable supply of the Product that meet certain quality, quantity and timing requirements, and agrees to comply with the following Supply Requirements:
(a) ensure that each batch of Product is in full compliance with the Specifications (allowing for any failure rates specified in the Specifications); and
(b) ensure that it does not for 3 successive months deliver to TearLab less than 95% of quantity of Product o...
Supply and Purchase Obligations. During the term of this Agreement, Takeda agrees to purchase all its demand on the Product exclusively from RTU, Takeda’s requirements for the Product and Samples for the Initial Territory in accordance with the terms and conditions set forth in this Agreement.
Supply and Purchase Obligations. Section 2.01 Except as specified in Section 2.04 and 3.06, at all times during the Contract Term, MH shall make available to NSP 500 MW of System Participation Power.
Section 2.02 MH shall maintain sufficient resources to meet MH’s commitment under this Agreement. Said resources shall be Accreditable Capacity pursuant to the RRO to which MH belongs. MH shall comply with all relevant RRO procedures in connection with accreditation of the resources required to supply the Accreditable Capacity that is the subject of this Agreement and throughout the Contract Term shall maintain its Reserve Capacity Obligation in accordance with the higher of the levels required by:
(a) Sections 6.4.2 and 3.53 of the Restated XXXX Agreement as such sections require as of the date of execution of this Agreement, or (b) the Reserve Capacity Obligation or substantially-equivalent planning reserve requirement of any RRO to which MH belongs. In the event MH is not a member of an RRO, MH agrees to maintain Reserve Capacity Obligation or substantially-equivalent planning reserve on its system in the same amount and of the same quality as if sections 6.4.2 and 3.53 of the Restated XXXX Agreement (as in effect on the date of execution of this Agreement) were still in effect.
Section 2.03 Except as specified in Section 3.06 and 3.07, at all times during the Contract Term, MH shall make available for delivery to the Point of Delivery and NSP shall Schedule and accept delivery at the Point of Delivery or pay (i.e. “take or pay”) for 160,000 MWh of energy during each rolling consecutive twenty-eight (28) calendar day period, meaning each and every rolling twenty-eight (28) day period terminating at hour ending 24:00 of each calendar day (“Guaranteed Energy”).
Section 2.04 In addition to the Guaranteed Energy specified in Section 2.03, MH may, at its sole discretion, offer to supply additional energy ("Supplemental Energy") associated with the 500 MW of Accreditable Capacity made available pursuant to this Agreement. The price associated with the supply of Supplemental Energy shall be as mutually agreed by the Parties and MH shall have the unfettered discretion to propose any price for Supplemental Energy. Except as provided herein, all other terms and conditions of this Agreement shall apply to the sale and purchase of Supplemental Energy. In the event that this provision precludes or impedes obtaining accreditation of this Agreement by the XXXX Reliability Council, for 500 MW of Accredita...
Supply and Purchase Obligations. (a) Subject to the terms and conditions of this Section 2 and as otherwise provided herein, HD shall manufacture and supply to PAR all PAR's requirements for each Product. HD shall not, and shall cause its Affiliates not to, manufacture or supply any of the Products to any Person other than PAR and its Affiliates or develop, acquire rights to manufacture or distribute the Restricted Product identified on Schedule 1 hereto ("Restricted Product"); provided, however, that such restrictions on manufacture, supply, development and distribution shall terminate on the third anniversary of the Commencement Date; and provided further that the foregoing limitation with respect to the Restricted Product shall not apply to an Affiliate of HD which becomes an Affiliate after the Commencement Date by virtue of its acquisition of control of HD and which produces a Restricted Product prior thereto, so long as such Affiliate does not utilize the Facility for the development, manufacture or distribution of the Restricted Product. The provisions of the immediately preceding sentence shall survive the termination hereof unless, and only unless, this agreement shall be terminated by HD pursuant to Section 7.2, or the second sentence of Section 7.3, as a result of defaults by PAR hereunder or under the Lease Agreement.
(b) PAR shall purchase exclusively from HD all of its requirements of the Products (subject to the minimum purchase requirements contained herein) to the extent that HD is able to, and does, supply them in accordance herewith. 3
Supply and Purchase Obligations. 2.1. Quantity ChlorAlp undertakes to supply to RPC, and RPC undertakes to purchase from ChlorAlp, during each calendar year of the Term of this Agreement as defined in Article 6 hereafter, one hundred per cent (100 %) of the quantities of Product produced by ChlorAlp on Pont de Claix site (hereinafter the "Quantity" or "Q") up to the total quantity consumed by RPC on that Site. For the calendar year 1996, the annual Quantity of Product was [*] and for the calendar year 1997, the annual Quantity is estimated to be [*].
2.2. Xxxxxx Xxxgram Each year, prior to October 31, RPC will notify to ChlorAlp of its estimated purchase requirements for the Product during the subsequent calendar year (the "Estimated Purchase Requirements" ) . The Estimated Purchase Requirements divided by 12 months shall constitute the basis for RPC's monthly orders, except during the months when turnarounds are conducted . Therefore, RPC shall not unreasonably by more than 20 % decrease or increase its monthly orders without prior notice to ChlorAlp . RPC and ChlorAlp shall meet at the minimum twice a year with a view to exchanging mutual information on RPC's demands and needs, to updating schedules and solving any difficulties in applying this Agreement .
Supply and Purchase Obligations. SELLER agrees to manufacture and sell to PURCHASER, and PURCHASER agrees to purchase from SELLER, such quantities of the Device as PURCHASER may order from SELLER in accordance with the terms and conditions of this Agreement. The Parties acknowledge that SELLER is developing tooling to produce certain plungers that may be used for the Devices. SELLER shall use commercially reasonable efforts to assist PURCHASER in securing Regulatory Authority approval or validation to use such plungers in Finished Products. In the event that PURCHASER achieves Regulatory Authority approval or validation for use of the plunger in a Finished Product then SELLER agrees to use commercially reasonable 2efforts to supply the plungers upon materially equal pricing and other material terms consistent with other plunger suppliers that PURCHASER currently has at that time and consistent with PURCHASER’s specifications. In the event that SELLER is able to supply plungers on pricing and other material terms that are materially equal to or better than PURCHASER’s current suppliers and subject to any existing contractual relationship that PURCHASER has as of the Effective Date, then PURCHASER agrees to enter into a purchase arrangement with SELLER that provides for PURCHASER to purchase approximately […***…] percent ([…***…]%) (and in no case any less than [...***...] percent ([...***...]%) of PURCHASER’s and its Relevant Affiliates’ requirements of plungers for use in Finished Products.
Supply and Purchase Obligations. During the applicable term of this Agreement, and so long as and during the period that Watsxx xxxisfies the quarterly minimum obligations set forth in Section 2.5, Halsxx xxxll not manufacture or supply pharmaceutical products containing the active ingredients in the Commercial Products for the indications for which the Commercial Products are approved, for or to any third party. Except as provided in Section 2.6 below, Watsxx xxxll have no obligation to purchase Commercial Products under this Agreement, except to the extent Watsxx xxxvides to Halsxx xxxchase orders pursuant to Section 2.4(c) below.
Supply and Purchase Obligations. 3.1.1 During the Term Immucor shall supply Product to IMDC and IMDC shall purchase Product from Immucor, on the terms and conditions and at the times and in the manner set forth herein.
3.1.2 For the five-year period beginning on the first day of the month immediately following the later of the FDA Approval Date or validation of the Product by Immucor (such beginning date being referred to as the “Sole Source Start Date,” and each such year being referred to herein as a “Sole Source Year”), Immucor shall be IMDC’s sole source of Product until IMDC shall have issued firm purchase orders for 30,000 Mesh from Immucor during that Sole Source Year. After IMDC has issued firm purchase orders for 30,000 Mesh from Immucor during that Sole Source Year, IMDC shall have the right to purchase from other sources the excess quantity over 30,000 Mesh (that excess quantity being referred to as the “Excess Annual Demand”); provided, however, Immucor shall have a right of first refusal to supply the Excess Annual Demand. If IMDC receives a formal quotation from a bona fide third party source for the supply of the Excess Annual Demand, IMDC will so notify Immucor in writing, enclose a copy of that quotation, and allow Immucor 60 days to respond. If during that time Immucor does not agree to supply the Excess Annual Demand for the same price offered in that quotation, IMDC may purchase the Excess Annual Demand for that Sole Source Year from that third-party source. This Section 3.1.2 shall cease to apply after the fifth anniversary of the Sole Source Start Date.
3.1.3 The parties acknowledge that: IMDC is currently purchasing Product from S&N; prior to the Sole Source Start Date IMDC will continue to purchase Product from S&N; and after the Sole Source Start Date, notwithstanding the first sentence of Section 3.1.2, IMDC may complete the purchase of Product ordered from S&N before the Sole Source Start Date.
Supply and Purchase Obligations. Subject to and in accordance with the terms and conditions of this Agreement, Baxter shall manufacture and sell the Product exclusively to EKR, in accordance with all Product Specifications, standard operating procedures, provisions of the Quality Agreement (as set forth in Exhibit F), cGMPs, and other applicable laws, rules and regulations (“Laws”). EKR will purchase Product from Baxter in optimized batch sizes in accordance with the forecasts and firm purchase orders for Product pursuant to Sections 6.4 and 6.5, for use or sale in the Territory.
