Supply of Licensed Products. Once 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. As between the Parties, Licensee shall be solely responsible, at its expense, to Manufacture (or have Manufactured) and supply Licensed Compounds and Licensed Products for clinical use and commercial sale in the Licensee Territory by Licensee and its Affiliates and Sublicensees except to the extent otherwise provided in any Development Plan and Budget.
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. No later than [***] after the Effective Date, or except as otherwise mutually agreed by the Parties, the Parties shall enter into a supply agreement pursuant to which AstraZeneca shall supply to Insmed specified quantities and dosage strengths of the Licensed Compound and Licensed Products to be used by Insmed for the conduct of the initial Phase 2 Clinical Trial under the Development Plan (the “Supply Agreement”). The Parties agree that, except as may otherwise be mutually agreed, the Supply Agreement shall comply in all material respects with the draft terms set forth in Schedule 3.1 hereof, which provide, without limitation, that Insmed shall pay [***] to Manufacture such Licensed Compound and Licensed Products in accordance with the payment terms and procedures to be set forth in the Supply Agreement. Such Supply Agreement shall be negotiated and agreed by the Parties in good faith. No later than the earlier of [***] after the Effective Date and first scheduled delivery by AstraZeneca to Insmed of Licensed Product pursuant to the Supply Agreement, AstraZeneca and Insmed shall enter into a reasonable and customary quality assurance agreement (the “Quality Agreement”) that shall set forth the terms and conditions upon which each Party will conduct its respective quality activities in connection with the Supply Agreement. Such Quality Agreement shall be negotiated and agreed by the Parties in good faith. Each Party shall duly and punctually perform all of its obligations under the Supply Agreement and the Quality Agreement. AstraZeneca shall Manufacture (or have Manufactured) all such Licensed Compound and Licensed Product in accordance with Applicable Law. Except as otherwise set forth in this Section 3.1, Insmed shall have the sole right, at its expense, to Manufacture (or have Manufactured) and supply the Licensed Compound and Licensed Products for Exploitation in or for the Territory by Insmed and its Affiliates and its or their Sublicensees.
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. 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. In 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. 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. Q-Med shall supply Licensed Products for Commercial Distribution that conform to the conditions of the applicable Regulatory Approvals. Q-Med shall maintain appropriate establishment registration with the FDA and TPD when manufacturing Licensed Products supplied under this Agreement. Q-Med shall supply Licensed Products for Investigational Distribution that conform to the conditions of the applicable Regulatory Approval, including but not limited to, the quality controls described therein (or appropriate quality controls for an IDE Application deemed approved pursuant to the requirements set forth in 21 C.F.R. Part 812 or Part 3 of the Canadian Medical Device Regulations, where appropriate).
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...
