Exclusive Supply Period definition
Examples of Exclusive Supply Period in a sentence
The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until the earlier of (i) termination pursuant to Section 10.2, or (ii) the end of the Exclusive Supply Period.
Corium shall grant to Agile and/or its designated Affiliate or Third Party Manufacturers, as directed by Agile, a non-exclusive, non-transferable, non-sublicensable, limited right to use and practice the Corium Intellectual Property during the Exclusive Supply Period, but solely to the extent necessary to enable Agile and/or such Affiliate or Third Party Manufacturer to manufacture the Product for Agile pursuant to Section 3.4(b).
During the Exclusive Supply Period, and subject to the terms and conditions of this Agreement, Corium hereby grants to Agile an exclusive, transferable (but only as permitted in Section 11.6), non-sublicensable, royalty-free license under the Corium Intellectual Property to use, market, sell (directly or through multiple tiers of distribution), offer to sell and otherwise commercially exploit Product manufactured by Corium (or by another party in accordance with Section 3.4(b)) in the Territory.
After the Exclusive Supply Period, Corium hereby grants to Agile an exclusive, transferable (but only as permitted in Section 11.6), royalty-bearing license under all of the Corium Intellectual Property, subject to the terms and conditions of this Agreement and Agile’s payment of all royalties due under Article 6, to make, have made, market, sell (directly or through multiple tiers of distribution), offer to sell, use, import and otherwise commercially exploit the Product in the Territory.
Agile will have the right to manufacture the Product itself or qualify one or more Third Party Manufacturers as a second source for supply of the Product, at Agile’s expense; provided, however, that for the duration of the Exclusive Supply Period, such Third Party Manufacturer may supply Agile with Products for commercial sale, and Agile may manufacture Products for commercial sale, only to the extent expressly permitted in clause (b) below.
The term of the Exclusive Supply Period will be extended for an additional one (1) year period if mutually agreed upon in writing by both parties at least ninety (90) days prior to the expiration of the Exclusive Supply Period or any extension thereof.
In case these quantities will not be met, either party hereto has the option of terminating the Exclusive Supply Period with ninety days prior written notice to the other party.
Notwithstanding the foregoing, ZEISS will provide the production designs, drawings, prints, materials, documents and specifications pertaining to the ASK Reader and ASK Workstation within ninety (90) days prior to the end of the Exclusive Supply Period (defined in Article 5.1 below).
Upon renewal of the Exclusive Supply Period the parties agree to negotiate in good faith discounts and royalties.
In the event the pricing as indicated in Section 6.1 is further reduced by at least [*], CELLOMICS agrees to pay to ZEISS, as a royalty, [*] of the reagent revenue derived from ASK Workstations and ASK Readers during the initial Exclusive Supply Period.