Supply of API. Gilead will not purchase API. Eyetech will supply API at its own expense on a schedule sufficient to permit Gilead to Manufacture the quantity of Product specified in the Forecast Schedule and Orders. Gilead shall not be obligated to supply Product to fulfill Orders if Eyetech does not supply Gilead with sufficient quantities of API in a timely manner. At Eyetech's election, the API may be delivered directly from Eyetech's vendor to Gilead at the vendor's or Eyetech's expense. Eyetech or its vendor shall supply Gilead with a copy of the certificate of analysis for the API no later than the date of delivery of the API to Gilead. Gilead shall provide Eyetech with monthly reports of Gilead's usage of API supplied by Eyetech, which reports shall account for all used and unused API in a manner that provides Eyetech with a reasonable basis for anticipating Gilead's needs for API for fulfillment of pending and subsequent Orders.
Supply of API. RELYPSA shall supply the API to PATHEON [***]. At least [***] before the scheduled date for commencement of Blending Services for a Batch of Bulk, RELYPSA will deliver the API [***] [***] (Incoterms 2010). RELYPSA shall [***], at PATHEON’s request and [***], sufficient quantities of API to enable PATHEON to produce the desired quantities of Bulk for delivery to Third Parties and/or Finished Product. If the API is not available [***] at least [***] before the scheduled production date, PATHEON may delay the shipment of such Bulk and/or Finished Product, as applicable, [***]. But if PATHEON is unable to produce Bulk or Finished Product to meet this new shipment date due to prior Third Party production commitments, PATHEON [***].
Supply of API. 2.1 Subject to the terms and conditions of this Agreement, XIANJU agrees to supply to CLARUS, for incorporation into the Finished Product to be sold in the Territory, and CLARUS agrees to purchase from XIANJU the API in bulk, in accordance with Purchase Orders placed and Specifications required by CLARUS pursuant to the provisions hereof.
2.2 CLARUS’s obligation to purchase API from XIANJU shall be contingent upon XIANJU’s ability to fulfill CLARUS commercial requirements for API as set forth in the Forecasts and Purchase Orders in accordance with this Agreement.
2.3 In the event that XIANJU(i) informs CLARUS that it will not be able to supply CLARUS with the quantity of API specified in a particular accepted CLARUS Purchase Order, (ii) fails to confirm a Purchase Order within [***], or (iii) otherwise fails to supply such Purchase Order in accordance with the confirmed terms of such Purchase Order, and, in the event of default, after written notice from CLARUS and opportunity, for [***] thereafter to cure, then CLARUS may at its discretion cancel such Purchase Order. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.
Supply of API. Gilead or its affiliate will authorize the Contract Manufacturers (as determined by Gilead and included in the Dossier) to sell API to Aspen at [ * ] price as set forth in Attachment A hereto. [ * ]. The Parties shall use their [ * ] ensure that Aspen and the Contract Manufacturer conclude a Supply Agreement in respect of the API within [ * ] of the Effective Date, the terms and conditions of such Supply Agreement will inter-alia provide for the provisions of this Article 2.3. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Supply of API. Manufacturer shall manufacture, and provide to Company and its designees, API on a non-exclusive basis, as set forth in this Agreement. All API to be supplied under this Agreement shall be manufactured by Manufacturer at the facility [*] (the “Manufacturing Facility”), in conformance with the API Requirements, the Quality Agreement and the terms of this Agreement.
Supply of API. The Parties are entering into a supply agreement contemporaneously with this Agreement under which InSite will supply bulk azithromycin [***] (as API), obtained from [***] under the [***] Agreement, to Inspire for Inspire’s use in manufacturing and commercializing Subject Products in final form. *Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Supply of API. 12 5.1 Supply Criteria.......................................................................12 5.2 Right of First Negotiation............................................................12 5.3
Supply of API. 3.2.1 ARIAD shall provide to ICON up to [***] ([***]) grams of API for use in the development of ICON Licensed Products hereunder at a price of [***] dollars ($[***]) per gram as follows: (a) [***] ([***]) grams shall be transferred to ICON within [***] ([***]) days of execution hereof in exchange for [***] dollars ($[***]) to an account designated by ARIAD; and (b) from time to time thereafter, ICON may request additional quantities of API, not to exceed the remaining [***] ([***]) grams, in exchange for payment to ARIAD of [***] dollars ($[***]) per gram. Such API will be manufactured in the same manner as API manufactured under ARIAD’s agreement with its current Pharmaceutical Partner and comply with the Specified Regulatory Requirements therefor. ICON agrees that such API shall not be used in humans.
3.2.2 Promptly after the execution of a supply agreement for API between ARIAD and its current Pharmaceutical Partner, ARIAD and ICON shall use Commercially Reasonable Efforts to negotiate the Supply Agreement and within [***] ([***]) months thereafter enter into the Supply Agreement, pursuant to which ARIAD shall supply and ICON shall purchase, API at a price equal to ARIAD’s fully burdened cost of manufacture or acquisition thereof, plus [***] percent ([***]%), but in no event more than [***] dollars ($[***]) per gram. The Supply Agreement will contain indemnification (including, without limitation, indemnification by ARIAD for Third Party claims arising from defects in API supplied by ARIAD), forecasting, ordering and quality provisions as agreed by the Parties, including a requirement that the API will be supplied in accordance with the Specified Regulatory Requirements, and will provide a right for ICON to manufacture API or have API manufactured by a contract manufacturer and give ICON access to relevant portions of ARIAD’s DMFs for API and provide ICON with relevant technical and quality information for the manufacture of API, in the event ARIAD fails or is unable to supply API to ICON as set forth in the Supply Agreement.
3.2.3 Notwithstanding anything to the contrary herein, ARIAD agrees not to sell API to any commercial Third Party, other than the other Exclusive Licensees, for commercial use in the Licensed Field, without the prior written consent of ICON.
Supply of API. (a) In accordance with the terms and subject to the conditions of this Agreement, Plantex shall supply Purepac and Purepac shall purchase from Plantex, the requirements of Purepac and the Purepac Designees for API for their validation and commercial manufacture of the Finished Products to be sold or distributed in the Territory. In addition to the **** MT of the Second API that Purepac presently has in its possession, Purepac shall purchase from Plantex during the period commencing April 2004 through **** (the "Initial Period") the quantity of API set forth in the schedule below (collectively, the "New API"). Plantex shall ship the New API to Purepac on the thirtieth (30th) day of each month set forth in such below schedule; provided, however, that at Plantex's option it may ship the New API and Purepac shall purchase same on a commercially reasonable accelerated basis determined by Plantex. **** **** MT **** **** MT **** **** MT **** **** MT **** **** MT **** **** MT **** **** MT **** **** MT **** **** MT
(b) From and after the Initial Period in accordance with the provisions of this Agreement, Plantex shall supply Purepac with its and the Purepac Designees aggregate requirements of additional API pursuant to Purchase Orders. Purchases of all API hereunder shall be at the respective prices set forth in Section 5 hereof.
2.2 Except as otherwise specifically provided for in this Section 2.2, Purepac's purchase of API from Plantex and Plantex's supply to Purepac will be on a non-exclusive basis, provided however, that:
(a) subject to the provisions set forth in Section 2.3 hereof, and subsection (b) below, Purepac shall purchase from Plantex not less than **** percent (****%) of its and the Purepac Designees aggregate commercial requirements of API for each fiscal year during the term of this Agreement; during the Initial Period, except as otherwise expressly provided, Purepac (for itself and all the Purepac Designees) shall purchase API exclusively from Plantex, and Plantex shall supply to Purepac (including the Purepac Designees), the New API according to the schedule set forth in Section 2.1(a) hereof. **** As such additional amounts become available, Plantex shall promptly notify Purepac. Plantex agrees to cooperate in good faith with Purepac to deliver the above additional amounts of API to Purepac as soon as practicable and as part of its regular API production in accordance with the production capacity notified to Purepac; and if, however, during any ...
Supply of API. MPC hereby agrees to supply to MN or its designees seventeen (17) kg of such API without any charge. MPC will ship such API, EXW at MPC’s facility, and MN shall bear the costs of shipment and insurance. The other delivery terms and schedule for all such API shall be determined by mutual agreement of the parties, to be negotiated in good faith. ** CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. In the event that MN or its Affiliate stops developing the Product, MN or its Affiliate shall prevent further use of such API and shall return to MPC or destroy, pursuant to MPC’s decision, the remainder of such API. In the event that MN’s sublicensee halts development of the Product, MN shall use commercially reasonable efforts to preclude further use of any remaining API by such sublicensee and to either secure the return of any such remaining API to MPC or have such remaining API destroyed.