Agreement for Supply of Product to AHPC Sample Clauses

Agreement for Supply of Product to AHPC. Within *** after the Effective Date (or such later time upon which the Parties may mutually agree), ELAN and AHPC shall negotiate, in good faith, and enter into a written supply agreement which sets forth the rights and obligations of the Parties in connection with ELAN’s exclusive supply of Product to AHPC for worldwide sale and distribution by AHPC (except for those countries in which Elan is designated as the Distributing Party in accordance with Section 6.1.1), provided that the Parties shall on a semi-annual basis, prior to the second anniversary of the Effective Date, consider whether the timetable for negotiating and entering into such supply agreement should be accelerated. Such supply agreement shall not be inconsistent with the terms and conditions of this Agreement and shall include provisions to ensure the timely Manufacture and supply of Product for sale and distribution by the Distributing Party hereunder, including, without limitation, forecasting, ordering and delivery schedules and procedures, product warranties, and procedures to address periods of supply shortages, including, without limitation, providing AHPC the right to Manufacture Product to meet its requirements during supply shortages and allocation of Product inventories during such supply shortages. The purchase price, on a country-by-country basis, to be paid to ELAN (or ELAN’s Affiliate) by AHPC for each unit of Product delivered to AHPC under such supply agreement for distribution in such country shall be equal to the Base Price (on a per unit of Product basis) plus the ELAN Manufacturing Profit for such country, provided, however, that the purchase price for any units of Product to be distributed in such country as Samples shall be the Base Price and shall not include any ELAN Manufacturing Profit. The Base Price portion of the purchase price shall be payable within thirty (30) days after such Product is delivered to AHPC and the ELAN Manufacturing Profit portion of such purchase price CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. shall be paid within sixty (60) days after the end of the Calendar Quarter during which such Product is sold by AHPC. Upon ELAN’s request, AHPC shall supply such technical assistance and expertise as may be reasonably necessary to permit ELAN to discharge its Manufacturing responsibilities.
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