SUPPLY, FORECASTS AND ORDERING Sample Clauses
SUPPLY, FORECASTS AND ORDERING. 10.1 As soon as practicable but no later than [**] after the Effective Date, the Parties shall, through a project team or subcommittee of the JSC, negotiate in good faith and agree on the terms of (i) a definitive agreement pursuant to which ARIAD US shall Manufacture and supply (or have Manufactured and supplied) Product as API or Unlabeled Bottles to ARIAD SWISSCO or its Affiliates for Final Manufacture as needed for Commercialization in the Territory (“Supply Agreement”) and (ii) a related Quality Agreement. Pending finalization of the Supply Agreement, the transitional supply of Product shall be made on the terms set out in Sections 10.2 to and including ARTICLE 14 and the terms of the Interim Quality Agreement in place (“Transitional Supply Arrangements”). The terms of the Transitional Supply Arrangements shall form the basis for the Supply Agreement and Quality Agreement.
10.2 Product shall be supplied and may be ordered and Manufactured as follows:
10.2.1 At any time during the Term until ARIAD SWISSCO commences [**], ARIAD US will supply [**] of Product ordered by ARIAD SWISSCO pursuant to the terms of this Agreement.
10.2.2 At any time during the Term until ARIAD SWISSCO has [**], ARIAD US will supply [**] ordered by ARIAD SWISSCO pursuant to the terms of this Agreement, and ARIAD SWISSCO shall have the right to conduct Final Manufacturing of such [**] for purposes of Commercialization in the Territory.
10.2.3 Beginning on a date notified to ARIAD US by ARIAD SWISSCO once ARIAD SWISSCO or its Subcontractor are ready to [**] Manufacturing Technology Transfer [**] ARIAD US shall supply [**] ordered by ARIAD SWISSCO pursuant to the terms of this Agreement and ARIAD SWISSCO shall have the right to conduct [**] for purposes of Commercialization in the Territory.
10.3 Within [**] after the Effective Date and in the [**] of each [**] thereafter, ARIAD SWISSCO shall provide ARIAD US with a written [**] rolling Forecast of its anticipated quarterly requirements for the Product ([**]) in the Territory (each a “Forecast”). ARIAD US shall use Commercially Reasonable Efforts to ensure sufficient manufacturing capacity and Raw Materials to meet each Forecast. Each Forecast is a non-binding estimate for [**] and subject to Section 10.4 is binding on both Parties for [**]. ARIAD US shall not be obliged to Manufacture or supply ARIAD SWISSCO with quantities of the Product in excess of the binding portion of the most recent Forecast.
10.4 Within [**] of issuance of...
SUPPLY, FORECASTS AND ORDERING. The Parties will collaborate to agree to and implement within one hundred and twenty (120) days following the Effective Date (which period can be extended by mutual consent of the Parties), a separate agreement relating to the manufacturing and supply of the Product to be executed by and between Auxilium and Ipsen or one of its Affiliates ( the “Supply Agreement”) and a separate agreement to be executed by and between Auxilium and Ipsen or one of its Affiliates relating to technical requirements including without limitation quality assurance, complaints and batch recall, control of material, analytical testing and validation of the Product. These two agreements will include (without limitation) the following provisions:
SUPPLY, FORECASTS AND ORDERING. As soon as practicable but no later than [**] after the Effective Date, the Parties shall, through a project team or subcommittee of the JSC, negotiate in good faith and agree on the terms of (i) a definitive agreement pursuant to which ARIAD US shall Manufacture and supply (or have Manufactured and supplied) Product as API or Unlabeled Bottles to ARIAD SWISSCO or its Affiliates for Final Manufacture as needed for Commercialization in the Territory (“Supply Agreement”) and (ii) a related Quality Agreement. Pending finalization of the Supply Agreement, the transitional supply of Product shall be made on the terms set out in Sections 10.2 to and including ARTICLE 14 and the terms of the Interim Quality Agreement in place (“Transitional Supply Arrangements”). The terms of the Transitional Supply Arrangements shall form the basis for the Supply Agreement and Quality Agreement.