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Supply of Licensed Products Sample Clauses

Supply of Licensed ProductsOnce Licensee has provided an Operational Foundry, Licensee agrees to use commercially reasonable efforts to place itself in, and to maintain, a position to manufacture, test, sell, service, repair, and maintain Licensed Products for application in the Licensed Field in the manner necessary to supply effectively the demand therefor.
Supply of Licensed Products. 5.1. PHARMA will be the sole supplier of the Product and the Lamp. The Product and the Lamp will be purchased by INC exclusively from PHARMA according to this Agreement. 5.2. PHARMA shall manufacture, or have manufactured, and sell to INC all quantities of the Licensed Product or the Lamp as may be ordered by INC pursuant to this Agreement as long as the ordered amount is required for marketing the Product in the Territory. 5.3. INC will, at its own cost, organize the shipment of the Licensed Product according to the legal regulations that apply for pharmaceuticals from the sites of manufacturing to the destination provided in INC’s order and be responsible for import into the USA. PHARMA will organize the shipment for the Lamp according to the legal regulations that apply for medical devices from the sites of manufacturing to the destination provided in INC’s order and be responsible for import into the USA. PHARMA will bxxx INC with the costs of the shipments. Alternatively, the parties will in the Quality Assurance Agreements agree on an arrangement that is commercially similar. Any order placed by INC will define the destination for the delivery of the Product or the Lamps. Incoterms used for shipment of PRODUCTS from Pharma to INC shall be CFR for Ameluz ® and DDP for BF- RhodoLED®. 5.4. PHARMA shall use its best efforts to supply the Licensed Product and the Lamps ordered by INC in accordance with Section 6.1 and 6.2. 5.5. INC and PHARMA will agree on a reasonable forecasting system that allows PHARMA to plan the manufacturing of both Product and Lamp for timely delivery, taking the constraints of the contract manufacturing process into account.
Supply of Licensed Products. 6.1.1. Subject to Section 3.1.2‎(ii) and the last sentence of this Section ‎6.1.1, Xxxxx shall have the sole right and responsibility, at its own cost and expense, for the Manufacture and supply of pre-clinical, clinical, and commercial quantities of the Licensed Compounds, Licensed Products and placebo for use by ACI and Lilly in Development and Commercialization. ACI shall supply to Lilly such commercially reasonable quantities of non-cGMP grade Licensed Compounds (other than Lilly Compounds) to the extent necessary to conduct the pre-clinical Development of the Licensed Compounds and Licensed Product(s) in accordance with the Development Plan (it being understood that (i) ACI is not required to supply Lilly any precursors or intermediates of Licensed Compounds and (ii) such supply obligation shall terminate upon the completion of the ACI Pre-Clinical and Phase 1 Activities). Without limiting the foregoing sentence, (a) upon completion by ACI of all of its activities that constitute ACI Pre-Clinical and Phase 1 Activities with respect to the Licensed Compounds, ACI shall deliver to Lilly, upon Xxxxx’x request, all of the non-cGMP grade Licensed Compounds (other than Lilly Compounds) then in ACI’s possession, and (b) upon completion by ACI of all of its activities that constitute ACI Pre-Clinical and Phase 1 Activities with respect to any Backups, ACI shall deliver to Lilly, upon Xxxxx’x request, all of the non-GMP grade Backups then in ACI’s possession; provided, that, with respect to each of the foregoing clauses (a) and (b), (x) ACI shall not be required to manufacture new Licensed Compounds or Backups, as applicable, to satisfy the foregoing obligation and (y) ACI’s obligations shall be at Xxxxx’x direct out-of-pocket cost and ACI shall not be required to pay for any indirect costs incurred by Xxxxx. 6.1.2. Promptly following the Effective Date, the Parties shall negotiate in good faith to establish a commercially reasonable clinical supply agreement and Quality Agreement pursuant to which Lilly would supply ACI with quantities of Licensed Product and placebo for ACI to perform the ACI Pre-Clinical and Phase 1 Activities, provided that Lilly shall supply ACI Licensed Product and placebo at Xxxxx’x direct out-of-pocket costs and ACI shall not be required to pay for any indirect costs incurred by Xxxxx, including FTE-related and infrastructure costs. Further, in the event that ACI elects (and Xxxxx has not finally rejected) to exercise the Unilateral Cl...
Supply of Licensed ProductsIn order to ensure the quality of the Licensed Products to be sold by Distributor under the Trademarks, Distributor shall purchase exclusively from MPL, and MPL shall supply exclusively to Distributor, pursuant to Articles 5 and 6 hereof and subject to the other terms and conditions as set forth in this Agreement, Distributor's entire requirements of Licensed Products for marketing, sale and distribution by Distributor in the Territory during the Term.
Supply of Licensed Products. Subject to the terms of this Agreement, Misonix shall purchase from PuriCore all of its requirements for Licensed Products, and PuriCore shall supply such requirements to Misonix.
Supply of Licensed Products. As between the Parties, Forest shall have the sole and exclusive right, at its sole cost and expense, to Manufacture (or have Manufactured) and supply the Licensed Compounds and Licensed Products for Exploitation in the Territory by Forest and its Affiliates and Sublicensees.
Supply of Licensed Products. Customary terms of forecasting and ordering procedures, Product Specifications, and other operational matters relating to the supply of the Licensed Product under this Section 7.2 shall be set forth in a supply agreement to be mutually agreed upon by the Parties consistent with this ARTICLE 7 to be executed by the Parties within [***] following the Effective Date (the “Supply Agreement”). In connection with such Supply Agreement, the Parties shall enter into a quality agreement governing the agreed upon specifications and other technical aspects of the Licensed Product (the “Quality Agreement”). Subject to the terms of this ARTICLE 7, the Supply Agreement and Quality Agreement, Deciphera shall, itself or through one or more CMOs, (a) [***]. Zai or its Affiliates shall (i) obtain and maintain all required import licenses, and shall serve as importer of record for all Licensed Products delivered in or into any region in the Territory pursuant to this Agreement and the Supply Agreement; and (ii) be responsible for all customs’ duties, import tariffs, taxes, freight, insurance, inspection costs and the like attributed to or for the transport and importation of the Licensed Product in or into any region in the Territory.
Supply of Licensed Products. 4.1 The Licensed Products comprise the following three proprietary compositions: 1. an acrylic liquid or brush-on plastic ("Liquid"); 2. an acrylic powder ("Powder"); and 3. a liquid primer or bonder ("Primer"). The Liquid, Powder and Primer are sometimes hereinafter individually or collectively called the "Licensed Product" or the "Licensed Products", as the context may require. 4 4 4.2 From and after the date hereof, and upon the terms and subject to the conditions hereof, any and all of Cosmar's requirements for the Licensed Products shall be supplied solely by Licensor, and Cosmar shall, subject to Section 11.4 hereof, purchase all of its requirements for the Licensed Products from Licensor. Licensor agrees to supply all of Cosmar's requirements with respect to the Licensed Products. Neither Licensor nor any affiliate or associate of Licensor, shall supply, directly or indirectly, the Licensed Products to any person or company other than Cosmar for sale in or to the Licensed Markets. Neither Cosmar nor any affiliate or associate of Cosmar shall sell, directly or indirectly, any other product if such other product infringes upon the Patents. Commencing with its first purchase order, Cosmar shall furnish to Licensor a 90-day forecast of Cosmar's anticipated requirements for Licensed Product, which forecast shall be updated monthly thereafter by Cosmar. 4.3 Unless and until increased as provided below, the purchase prices for the Licensed Products shall be as follows: Product Price ------- ----- Powder $11.00 per pound Liquid $95.00 per gallon Primer $80.00 per gallon The purchase price set forth above are based upon, and all Licensed Products shall be ordered in five (5) gallon container quantities. Commencing on the first anniversary of the first Royalty Year and on each anniversary thereafter, the above purchase prices may be increased upon 90 days' advance written notice from Licensor to Cosmar. The amount of the increase, if any, shall be equal to and based on the greater of (i) Licensor's increased bulk quantity raw material costs, over such costs on the date hereof, for any of the Licensed Products, and (ii) any increase in the national consumer price index ("CPI") published by the United States Government (or any successor or comparable index), using December 31, 1990 as the reference or base index. Licensor shall furnish to Cosmar, together with any notice of price increases evidence reasonably satisfactory to Cosmar regarding the basis for any p...
Supply of Licensed Products. (a) BDSI will be the exclusive supplier to Meda of Fentanyl Products, and BDSI shall supply Fentanyl Products for sale within the Territory exclusively to Meda, as described in, and during the term of, the supply agreement attached hereto as Exhibit E (the “Supply Agreement”). Meda shall only manufacture, have manufactured, or obtain Fentanyl Products from Third Parties as provided for in the Supply Agreement. However, if, during the Subsequent Term for the Fentanyl Product in the United States, the Minimum Unit Price therefor exceeds *** for the Fentanyl Product in the United States in a particular calendar quarter, then the Parties shall meet to discuss in good faith a mutually-agreeable revision to the economic terms of this Agreement and the Supply Agreement, provided that if the Parties are unable to reach an agreement within thirty *** of initiating such discussions, Meda shall be entitled to terminate the Supply Agreement, as further described therein, and secure its supply of Fentanyl Product in the Territory by its own manufacture or through a Third Party manufacturer. To the extent the Supply Agreement expires, is terminated, or is rendered nonexclusive in accordance with its terms, the License granted under Section 3.02(a) and the licenses granted under Section 3.06 shall be deemed to include, subject to the terms of this Agreement, the right under the Licensed Technology and Marks to manufacture or have manufactured Fentanyl Product for use or sale in the Territory in accordance with the terms of this Agreement, provided that (i) Meda shall provide BDSI written notice of its intent to secure its supply through a Third Party manufacturer and provide BDSI a reasonable opportunity to discuss, review, and comment on any potential Third Party manufacturers prior to Meda entering into any discussions with any potential Third Party manufacturer and (ii) Meda shall not enter into any discussions with any potential Third Party manufacturer or manufacturing agreement with any potential Third Party manufacturer without, in each case, BDSI’s prior written approval, such approval not to be unreasonably withheld. (b) No later than *** prior to Governmental Approval of the *** Product, the Parties shall use Commercially Reasonable Efforts in good faith to negotiate and enter into a supply agreement under which BDSI shall be the exclusive supplier of *** Products to Meda for sale in the Territory. If the Parties are unable to reach an agreement within *** of i...