Common use of Supply for Development Clause in Contracts

Supply for Development. If requested by Licensee by written notice, Ipsen shall manufacture and supply, or cause to be manufactured and supplied, [ ]* in sufficient quantities to satisfy the reasonable requirements of Licensee and its Sublicensees and Contractors for use of such [ ]* in Development activities with respect to such Licensed Product until the end of [ ]* for such Licensed Product. Xxxxx’x supply of [ ]* to Licensee under this Section 8.1 shall be provided at Xxxxx’x Manufacturing Cost. Promptly following Licensee’s notice, the Parties shall enter into a clinical supply agreement and a technical agreement with respect to such clinical supplies (the “Clinical Supply Agreements”)(1). Xxxxx’x Manufacturing Cost will be agreed upon in the Clinical Supply Agreements (to reflect Xxxxx’x actual costs for manufacturing the [ ]* as well as a mechanism for adjusting such Manufacturing Cost in case of increase or decrease of any component of such Manufacturing Cost. The Clinical Supply Agreements will provide for the terms and conditions of the transfer of Xxxxx’x manufacturing technology at the end of [ ]*, provided, however, that the Parties agree that such transfer will be made at Licensee’s cost and expense, less an amount equal to the Xxxxx Manufacturing Transfer Cost, to be estimated and agreed by the parties in good faith. For the avoidance of doubt, in the event Licensee does not notify Ipsen with its request for the manufacturing by Ipsen of [ ]* pursuant to this Section 8.1, the transfer of manufacturing technology shall be made under the terms and conditions of Section 8.1. Ipsen shall not be obligated to manufacture any quantities of [ ]* pursuant to this Section 8.1 if and to the extent that such quantities will be used by Licensee or any of its Sublicensees or Contractors to make finished Licensed Product for use in [ ]*.