Common use of Additional Products Clause in Contracts

Additional Products. Throughout the Term, Rockwell shall provide to DaVita and the DaVita Facilities the right to purchase and/or lease all current or new products manufactured, utilized, licensed, sold or distributed by Rockwell or any of its Affiliates (including products and product lines acquired by Rockwell or any of its Affiliates as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates) that are or that become Commercially Available and which are not already covered by this Agreement or by any other agreement, whether written or oral, between the parties hereto (such products are collectively referred to as “Additional Products” and individually as an “Additional Product”). Rockwell agrees to include DaVita in all of its and its Affiliates distributions of customer announcements regarding Rockwell’s or its Affiliates’ Additional Products. The purchase price for any such Additional Products shall be negotiated by the parties hereto in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to this Agreement. Rockwell covenants and agrees that it shall only make an offer for the sale of any Additional Product(s) to DaVita’s Vice-President of Clinical Operations, Chief Medical Officer, or Vice-President of Purchasing, and not to any DaVita Facility directly; provided that the purchase of any Additional Product by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1. If Rockwell or any of its Affiliates acquires any Additional Product(s) as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates with a Person with which DaVita or a DaVita Facility, as applicable, already has a purchase or rebate arrangement whether written or oral (a “Prior Agreement”), Rockwell or such Affiliate covenants and agrees that it shall continue to abide by all of the terms and conditions of such Prior Agreement or if DaVita requests, such Additional Product(s) shall be included in this Agreement on terms to be negotiated and determined by the parties hereto as provided in this Section 8.1.

Additional Products. Throughout the Term, Rockwell shall provide to DaVita and the DaVita Facilities the right to purchase and/or or lease all current or new products manufactured, utilized, licensed, sold sold, or distributed by Rockwell or any of its Affiliates (including products and product lines acquired by [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Rockwell or any of its Affiliates as a result of an acquisition, merger merger, or other transaction involving Rockwell or any of its Affiliates) that are or that become Commercially Available and which are not already covered by this Agreement or by any other agreement, whether written or oral, between the parties hereto (such products are collectively referred to as “Additional Products” and individually as an “Additional Product”). Rockwell agrees to include DaVita in all of its and its Affiliates distributions of customer announcements regarding Rockwell’s or its Affiliates’ Additional Products. The purchase price for any such Additional Products Product(s) shall be negotiated by the parties hereto in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to this Agreement. Rockwell covenants and agrees that it shall only make an offer for the sale of any Additional Product(s) to DaVita’s Vice-President of Clinical Operations, Chief Medical Officer, or Group Vice-President of Purchasing, and not to any DaVita Facility directly; provided that the purchase of any Additional Product Product(s) by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1. If Rockwell or any of its Affiliates acquires any Additional Product(s) as a result of an acquisition, merger merger, or other transaction involving Rockwell or any of its Affiliates with a Person with which DaVita or a DaVita Facility, as applicable, already has a purchase or rebate arrangement whether written or oral (a “Prior Agreement”), Rockwell or such Affiliate covenants and agrees that it shall continue to abide by all of the terms and conditions of such Prior Agreement or if DaVita requests, any such Additional Product(s) shall be included in this Agreement on terms to be negotiated and determined by mutually acceptable to the parties hereto as provided in this Section 8.1.

Additional Products. Throughout If during the Term, Rockwell shall provide to DaVita term of this Agreement (i) LICENSOR or its Affiliate Develops or Commercializes either alone or with a Third Party and the DaVita Facilities or (ii) LICENSOR or its Affiliate acquires the right to purchase and/or lease all current or new products manufacturedDevelop and Commercialize in the Territory, utilized, licensed, sold or distributed by Rockwell or any of its Affiliates (including products and product lines acquired by Rockwell or any of its Affiliates as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates) that are or that become Commercially Available and which are not already covered by this Agreement or by any other agreementproduct comprising an antibody, whether written or oralanother biological therapeutic molecule, between conjugated or linked with or otherwise administered with a radioisotope directed to the parties hereto Target in the Field and such product obtains Regulatory Approval in any country in an indication for which the Product has also obtained Regulatory Approval in a country in the Territory or for which an application for Regulatory Approval has been submitted in a country in the Territory (such products are collectively referred to as “Additional Products” and individually as an “Additional Product”)) it shall promptly notify IMMEDICA in writing. Rockwell agrees IMMEDICA shall have the right within [*] of receiving any such notice to request that LICENSOR shall provide such information as IMMEDICA shall reasonably request to enable IMMEDICA to assess the Additional Product. IMMEDICA shall have a period of [*], commencing on its receipt from LICENSOR of the information requested by IMMEDICA, to notify LICENSOR if IMMEDICA wishes to include DaVita the Additional Product under the terms of this Agreement. If IMMEDICA notifies LICENSOR that it does wish to include the Additional Product under the terms of this Agreement, then from the date of IMMEDICA’s notice, the terms of this Agreement shall apply to such Additional Product including the provisions of Section 6.1 (other than Section 6.1.1) and the Parties shall agree in all good faith any necessary amendments to the terms of this Agreement. If during the term of this Agreement (i) LICENSOR or its Affiliate Develops or Commercializes either alone or with a Third Party and or (ii) LICENSOR or its Affiliate acquires the right to Develop and Commercialize in the Territory, any other product comprising an antibody, or another biological therapeutic molecule, conjugated or linked with or otherwise administered with a radioisotope directed to the Target in the Field in an indication for which the Product has not obtained Regulatory Approval in a country in the Territory or for which an application for Regulatory Approval has not been submitted in a country in the Territory (“Other Product”) LICENSOR shall promptly notify IMMEDICA in writing. If LICENSOR or its Affiliate is proposing to outlicense, sell or otherwise transfer the right to Develop and or Commercialize such Other Product in the Territory to a Third Party LICENSOR shall notify IMMEDICA in writing and shall grant IMMEDICA for a period of [*], commencing on the date of IMMEDICA’s receipt of such notice, the first right to negotiate in good faith the terms of an agreement pursuant to which IMMEDICA would be granted the right to Develop and Commercialize such Other Product in the Territory. During such [*] period LICENSOR and its Affiliates distributions of customer announcements regarding Rockwell’s will not discuss with or its Affiliates’ Additional Products. The purchase price for grant any such Additional Products shall be negotiated by Third Party any right to Develop and or Commercialize the parties hereto Other Product in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to this Agreement. Rockwell covenants and agrees that it shall only make an offer for the sale of any Additional Product(s) to DaVita’s Vice-President of Clinical Operations, Chief Medical Officer, or Vice-President of Purchasing, and not to any DaVita Facility directly; provided that the purchase of any Additional Product by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1. If Rockwell or any of its Affiliates acquires any Additional Product(s) as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates with a Person with which DaVita or a DaVita Facility, as applicable, already has a purchase or rebate arrangement whether written or oral (a “Prior Agreement”), Rockwell or such Affiliate covenants and agrees that it shall continue to abide by all of the terms and conditions of such Prior Agreement or if DaVita requests, such Additional Product(s) shall be included in this Agreement on terms to be negotiated and determined by the parties hereto as provided in this Section 8.1Territory.

Additional Products. Throughout the Term, Rockwell shall provide to DaVita and the DaVita Facilities the right to purchase and/or or lease all current or new products manufactured, utilized, licensed, sold sold, or distributed by Rockwell or any of its Affiliates (including products and product lines acquired by Rockwell or any of its Affiliates as a result of an acquisition, merger merger, or other transaction involving Rockwell or any of its Affiliates) that are or that become Commercially Available and which are not already covered by this Agreement or by any other agreement, whether written or oral, between the parties hereto (such products are collectively referred to as “"Additional Products” " and individually as an “"Additional Product”"). Rockwell agrees to include DaVita in all of its and its Affiliates distributions of customer announcements regarding Rockwell’s 's or its Affiliates’ ' Additional Products. The purchase price for any such Additional Products Product(s) shall be negotiated by the parties hereto in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to this Agreement. Rockwell covenants and agrees that it shall only make an offer for the sale of any Additional Product(s) to DaVita’s 's Vice-President of Clinical Operations, Chief Medical Officer, or Group Vice-President of PurchasingXxxxxxxxxx, and not to any DaVita Facility directly; : provided that the purchase of any Additional Product Product(s) by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1. If Rockwell or any of its Affiliates [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. acquires any Additional Product(s) as a result of an acquisition, merger merger, or other transaction involving Rockwell or any of its Affiliates with a Person with which DaVita or a DaVita Facility, as applicable, already has a purchase or rebate arrangement whether written or oral (a “"Prior Agreement”"), Rockwell or such Affiliate covenants and agrees that it shall continue to abide by all of the terms and conditions of such Prior Agreement or if DaVita requests, any such Additional Product(s) shall be included in this Agreement on terms to be negotiated and determined by mutually acceptable to the parties hereto as provided in this Section 8.1.

Additional Products. Throughout For any additional product ("ADDITIONAL PRODUCT") developed by the TermCompany which has substantially the same functionality as the Products, Rockwell shall provide but does not constitute an update, enhancement or modification of any Product, the Company will discuss with, and offer to DaVita and the DaVita Facilities Licensee in writing, the right to purchase and/or lease all current distribute such Additional Product in the Territory for a royalty specified by the Company and, unless otherwise specified by the Company, upon such other terms as are set forth herein with respect to the Products. For each Additional Product, the Company shall commence such discussion and offer with Licensee no later than any other discussion with or new products manufacturedoffer to any other distributor for such Additional Product. Within thirty (30) calendar days, utilizedor such longer period as the parties may agree upon in writing, licensedafter receipt of any offer of appointment from the Company pursuant to this Section 2.2, sold Licensee shall notify the Company in writing whether Licensee elects to accept or distributed reject such offer. Failure by Rockwell Licensee to give any notice within such period shall constitute a rejection by Licensee of such offer. In the event Licensee accepts any such offer of appointment, the Additional Product(s) accepted shall become Product(s) under this Agreement and shall be governed by the terms and conditions hereof applicable to the Products, except that the terms and conditions of the Company's written offer shall govern to the extent they supplement or modify the terms and conditions of this Agreement. In the event Licensee rejects any Company offer of appointment, Licensee shall have no rights with respect to the Additional Product covered by such rejected offer. The Company shall have no obligation to make any further offer of appointment to Licensee for an Additional Product for which Licensee has rejected an initial offer of appointment, including at the time that any distribution arrangement with another licensee for such Additional Product expires. Notwithstanding any of its Affiliates (including products the foregoing, and product lines acquired by Rockwell or any of its Affiliates as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates) that are or that become Commercially Available and which are not already covered by this Agreement or by any other agreement, whether written or oral, between the parties hereto (such products are collectively referred to as “Additional Products” and individually as an “Additional Product”). Rockwell agrees to include DaVita exception thereto, in all of its and its Affiliates distributions of customer announcements regarding Rockwell’s or its Affiliates’ Additional Products. The purchase price for the event that the Company offers any such Additional Product to any other licensee or third party on terms or conditions more favorable than those offered to Licensee, the Company shall reoffer such Additional Product to Licensee on such more favorable terms and conditions. The Company's obligation hereunder to offer Licensee the right to distribute Additional Products shall only be negotiated by the parties hereto applicable for such periods as Licensee is in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to this Agreement. Rockwell covenants and agrees that it shall only make an offer for the sale of any Additional Product(s) to DaVita’s Vice-President of Clinical Operations, Chief Medical Officer, or Vice-President of Purchasing, and not to any DaVita Facility directly; provided that the purchase of any Additional Product by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1. If Rockwell or any of its Affiliates acquires any Additional Product(s) as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates compliance with a Person with which DaVita or a DaVita Facility, as applicable, already has a purchase or rebate arrangement whether written or oral (a “Prior Agreement”), Rockwell or such Affiliate covenants and agrees that it shall continue to abide by all of the terms and conditions provisions of such Prior Agreement or if DaVita requests, such Additional Product(s) shall be included in this Agreement on terms to be negotiated and determined by the parties hereto as provided in this Section 8.1Agreement.

Additional Products. Throughout the Term, Rockwell shall provide to DaVita and the DaVita Facilities the right to purchase and/or or lease all current or new products manufactured, utilized, licensed, sold sold, or distributed by Rockwell or any of its Affiliates (including products and product lines acquired by Rockwell or any of its Affiliates as a result of an acquisition, merger merger, or other transaction involving Rockwell or any of its Affiliates) that are or that become Commercially Available and which are not already covered by this Agreement or by any other agreement, whether written or oral, between the parties hereto (such products are collectively referred to as “Additional Products” and individually as an “Additional Product”). Rockwell agrees to include DaVita in all of its and its Affiliates distributions of customer announcements regarding Rockwell’s or its Affiliates’ Additional Products. The purchase price for any such Additional Products Product(s) shall be negotiated by the parties hereto in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to this Agreement. Rockwell covenants and agrees that it shall only make an offer for the sale of any Additional Product(s) to DaVita’s Vice-President of Clinical Operations, Chief Medical Officer, or Group Vice-President of PurchasingPresident, and not to any DaVita Facility directly; provided that the purchase of any Additional Product Product(s) by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1. If Rockwell or any of its Affiliates acquires any Additional Product(s) as a result of an acquisition, merger merger, or other transaction involving Rockwell or any of its Affiliates with a Person with which DaVita or a DaVita Facility, as applicable, already has a purchase or rebate arrangement whether written or oral (a “Prior Agreement”), Rockwell or such Affiliate covenants and agrees that it shall continue to abide by all of the terms and conditions of such Prior Agreement or if DaVita requests, any such Additional Product(s) shall be included in this Agreement on terms to be negotiated and determined by the parties hereto as provided in this Section 8.1.

Additional Products. Throughout If, during the Termterm of this Agreement, Rockwell XXXXX d/b/a DCR agrees to manufacture and RSI agrees to purchase products listed in Annex A, these additional products shall provide to DaVita be considered as Products used in this Agreement and the DaVita Facilities manufacture and purchase of these products shall be governed by the right terms of this Agreement. 5.7 PRODUCTION RESTRICTION. XXXXX d/b/a DCR does not manufacture the products, except as ordered by RSI, for delivery to purchase and/or lease RSI in accordance with this Agreement and may not sell, distribute, transfer or otherwise transfer the Products to another party, except on rsi's express written direction. 5.8 DELIVERY OF THE PRODUCT AT TERMINATION. Upon termination of this Agreement for any reason, XXXXX d/b/a DCR will supply RSI with all current finished products ordered by RSI below, and unused labels, boxes or new other necessities or materials bearing the trademarks, or other trade names or trademarks of RSI, as well as any other supplies or materials supplied by RSI to XXXXX d/b/a DCR. The delivery costs are borne by RSI. In addition, at the time of termination of this Agreement: (a) the authorisation granted to XXXXX d/b/a DCR in accordance with Article II shall be terminated; (b) XXXXX d/b/a DCR shall cease all manufacture of the products manufacturedand any use of labels, utilizedboxes or other supplies or materials bearing the trade marks or other trade names or trademarks of RSI; (c) XXXXX d/b/a DCR shall cease any use of the intellectual property, licensedproperty rights, sold or distributed by Rockwell inventions, property rights, confidential information and product specifications or any of its Affiliates part thereof (including products and product lines acquired by Rockwell any changes), or any other trade names or trademarks of its Affiliates RSI; and (d) unless this Agreement has been terminated as a result of an acquisitiona breach by RSI, merger XXXXX d/b/a DCR shall, at the discretion of RSI, provide compliant supplies in accordance with the terms of this Agreement under the than outstanding purchase orders. 7 <PAGE> ARTICLE 6 PRODUCTPECIFICATIONS. XXXXX d/b/a DCR produces and packages the products in accordance with the specifications developed and supplied by RSI. XXXXX d/b/a DCR acknowledges the specifications (including any changes or other transaction involving Rockwell or any improvements) </PAGE> </PAGE> the exclusive property of RSI, which is subject solely to xxxxx d/b/a DCR's right to use the specifications in the post-execution of its Affiliates) that are or that become Commercially Available and which are not already covered by this Agreement or by any other agreement, whether written or oral, between the parties hereto (such products are collectively referred to as “Additional Products” and individually as an “Additional Product”). Rockwell agrees to include DaVita in all of its and its Affiliates distributions of customer announcements regarding Rockwell’s or its Affiliates’ Additional Products. The purchase price for any such Additional Products shall be negotiated by the parties hereto in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to obligations under this Agreement. Rockwell covenants RSI has the right to change the specifications at any time and agrees that it shall only make an offer for the sale of any Additional Product(s) from time to DaVita’s Vice-President of Clinical Operations, Chief Medical Officer, or Vice-President of Purchasing, and not to any DaVita Facility directly; provided that the purchase of any Additional Product by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1time. If Rockwell or any of its Affiliates acquires any Additional Product(s) as RSI changes the specifications, XXXXX d/b/a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates with a Person with which DaVita or a DaVita Facility, as applicable, already DCR has a purchase or rebate arrangement whether written or oral maximum of 60 (60) days to deliver the product, in accordance with these modified specifications. During this period of 60 (60) days, XXXXX continues to ship d/b/a “Prior Agreement”), Rockwell or such Affiliate covenants and agrees that it shall continue to abide by all of the terms and conditions of such Prior Agreement or if DaVita requests, such Additional Product(s) shall be included DCR product in this Agreement on terms to be negotiated and determined by the parties hereto as provided in this Section 8.1.accordance with previous specifications. 6.2

Additional Products. Throughout During the Term, Rockwell NxStage shall provide to DaVita Customer and the DaVita Facilities Authorized Customer Locations the right to purchase and/or lease all current or new products manufactured, utilized, licensed, sold or distributed by Rockwell NxStage or any of its Affiliates affiliates (including products and product lines acquired by Rockwell NxStage or any of its Affiliates affiliates as a result of an acquisition, merger or other transaction involving Rockwell NxStage or any of its Affiliatesaffiliates) that that: (a) are indicated for the treatment of chronic renal failure in the home setting, (b) are or that become Commercially Available and which are not already covered by this Agreement or by any other agreement, whether written or oral, between the parties hereto parties, and (c) in the case of products and product lines acquired by NxStage or any of its affiliates as a result of an acquisition, merger or other transaction involving NxStage or any of its affiliates, NxStage is not restricted by the terms of any agreement relating to such acquired products or product lines entered into prior to the acquisition by NxStage or any of its affiliates of such products or product lines, or pursuant to any regulatory order or consent decree, from selling such products and product lines to Customer and the Authorized Customer Locations (such products are collectively referred to as “Additional Products” and individually as an “Additional Product”). Rockwell agrees NxStage shall endeavor in good faith to include DaVita Customer in NxStage’s then-current market release processes for FDA cleared products that are not yet Commercially Available, but which are indicated for the treatment of chronic renal failure in the home setting. NxStage shall include Customer in all of its and its Affiliates affiliates’ distributions of customer announcements regarding RockwellNxStage’s or its Affiliatesaffiliates’ current, new or forthcoming Additional Products. The purchase price for NxStage shall offer or cause any of its affiliates to offer any such Additional Products shall be Product(s) to Customer and the Authorized Customer Locations at a purchase price and on such terms and conditions as are negotiated by the parties hereto NxStage and Customer in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to this Agreementfaith. Rockwell NxStage covenants and agrees that it shall only make an offer for the sale of any Additional Product(s) to DaVitaCustomer’s Vice-President of Clinical Operations, Chief Medical Officer, Group Vice-President, or Vice-President of PurchasingHome Therapies or equivalent position, and not to any DaVita Facility Authorized Customer Location directly; provided that the purchase of any Additional Product by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1. If Rockwell NxStage or any one of its Affiliates affiliates acquires any Additional Product(s) as a result of an acquisition, merger or other transaction involving Rockwell NxStage or any of its Affiliates affiliates with a Person an individual or entity with which DaVita Customer or a DaVita Facilityan Authorized Customer Location, as applicable, already has a written purchase or rebate arrangement whether written or oral (a “Prior Agreement”), Rockwell or such Affiliate NxStage covenants and agrees that it shall continue to abide by all of the terms pricing and conditions rebate provisions of such Prior Agreement or if DaVita Customer requests, such Additional Product(s) shall be included in this Agreement on terms to be negotiated and determined by the parties hereto as provided in this Section 8.135.