Common use of AUTHORIZED PURCHASER Clause in Contracts

AUTHORIZED PURCHASER. Viking may designate in its sole discretion from time to time by sending written notice (“Authorized Purchaser Notice”) to Corden one or more Affiliates, licensees, development partners, commercial partners or other similar Third Parties that may purchase API (or, solely in the event that Viking determines pursuant to Section 14.2 that a Regulatory Failure has occurred, one or more Third Parties for the Manufacture of such other Third Parties’ bulk pharmaceutical peptide product, using either [...***...] or any other technique that would not require significant changes to the Manufacturing Line) from Corden as an authorized purchaser (“Authorized Purchaser”). Upon such Authorized Purchaser Notice, except to the extent otherwise expressly and specifically specified in writing by Viking, (i) the terms and conditions of this Agreement will apply to and govern all purchases of API made by such Authorized Purchaser from Corden for use for Viking and (ii) the following provisions of this Agreement will not apply: Sections 2.1, 2.2, 2.3.2, 2.3.3, 2.3.4, 2.3.5, 2.3.8, 2.3.10, 2.3.11, 2.3.12, 2.3.13 (the second, third, fourth and fifth sentences and parenthetical in the seventh sentence only), 2.8, 2.10, 3.1, 4.1, 5.2, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11 (the sixth, seventh and eighth sentences only), 8.1 (the second, third, fourth and fifth sentences only), 8.2, 8.3 and 8.5, and Articles 7, 9, 11, 12 and 14 (the terms and conditions of this Agreement applicable to such Authorized Purchaser, the “Authorized Purchaser Terms”). Corden agrees and acknowledges that, as a result of the Authorized Purchaser’s agreement with Viking to purchase API from Corden as an authorized purchaser under the Authorized Purchaser Terms, and ▇▇▇▇▇▇’s agreement herein to sell API to the Authorized Purchaser under the Authorized Purchaser Terms, such Authorized Purchaser Terms will apply and create a separate agreement directly between ▇▇▇▇▇▇ and the Authorized Purchaser without the need for any other agreement between ▇▇▇▇▇▇ and the Authorized Purchaser and without limiting Viking’s rights or remedies against Corden under this Agreement. Viking shall be and shall be deemed to be an express third party beneficiary of each such separate agreement between ▇▇▇▇▇▇ and such Authorized Purchaser with the right to enforce the terms and conditions of such separate agreement against both ▇▇▇▇▇▇ and such Authorized Purchaser. Any other agreements that Corden or its Affiliates may have with such Authorized Purchaser will not apply to such sales by ▇▇▇▇▇▇ to the Authorized Purchaser except to the extent otherwise expressly and specifically agreed in writing by Viking. Authorized Purchaser shall have the right to purchase API under the Authorized Purchaser Terms until the earlier of (i) the expiration of any period specified by Viking in such Authorized Purchaser Notice and (ii) such time as Viking notifies ▇▇▇▇▇▇ in writing that such Third Party is no longer designated to exercise such rights as an Authorized Purchaser under this Agreement. Corden will allow Authorized Purchasers to purchase API under the Authorized Purchaser Terms solely as and to the extent set forth in such Authorized Purchaser Notice, including with respect to: (i) the period during which such Third Parties are designated as Authorized Purchasers; (ii) the amount of API that may be purchased by such Authorized Purchasers; and (iii) the pricing for such API. Viking may modify the parameters and restrictions on such Authorized Purchasers at any time upon reasonable advance written notice to ▇▇▇▇▇▇. Notwithstanding the foregoing or anything else in this Agreement, unless Viking provides its prior written consent, which consent shall be in Viking’s sole discretion and on a case-by-case basis, Authorized Purchasers may not and shall not have any ability under this Agreement or any Authorized Purchaser Terms to, and Corden shall not accept any attempt by an Authorized Purchaser to, modify the Forecast or Binding Forecast, modify any Specifications, determine a Recall, access any Confidential Information of Viking (unless a three-way non-disclosure or similar agreement is entered into among Corden, Viking and the Authorized Purchaser or Viking otherwise provides its prior written consent on a case-by-case basis), exercise any audit rights, modify or waive any requirements relating to API, provide consents or approvals for or on behalf of Viking, amend this Agreement, or assign or transfer any of Viking’s rights under this Agreement.

AUTHORIZED PURCHASER. Viking may designate in its sole discretion from time to time by sending written notice (“Authorized Purchaser Notice”) to Corden one or more Affiliates, licensees, development partners, commercial partners or other similar Third Parties that may purchase API (or, solely in the event that Viking determines pursuant to Section 14.2 that a Regulatory Failure has occurred, one or more Third Parties for the Manufacture of such other Third Parties’ bulk pharmaceutical peptide product, using either [...***...] or any other technique that would not require significant changes to the Manufacturing Line) Product from Corden as an authorized purchaser (“Authorized Purchaser”). Upon such Authorized Purchaser Notice, except to the extent otherwise expressly and specifically specified in writing by Viking, (i) the terms and conditions of this Agreement will apply to and govern all purchases of API Product made by such Authorized Purchaser from Corden for use for Viking and (ii) the following provisions of this Agreement will not apply: Sections 2.1, 2.2, 2.3.2, 2.3.3, 2.3.4, 2.3.5, 2.3.82.3.6, 2.3.102.3.9, 2.3.11, 2.3.12, 2.3.13 2.3.13, 2.3.14 (the second, third, fourth and fifth sentences and parenthetical in the seventh third sentence only), 2.8, 2.10, 3.1, 4.1, 5.2, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11 (the sixth, seventh and eighth sentences only), 8.1 (the second, third, fourth and fifth sentences only), 8.2, 8.3 and 8.5, and Articles 7, 9, 11, 12 12, and 14 (the terms and conditions of this Agreement applicable to such Authorized Purchaser, the “Authorized Purchaser Terms”). Corden agrees and acknowledges that, as a result of the Authorized Purchaser’s agreement with Viking to purchase API Product from Corden as an authorized purchaser under the Authorized Purchaser Terms, and ▇▇▇▇▇▇’s agreement herein to sell API Product to the Authorized Purchaser under the Authorized Purchaser Terms, such Authorized Purchaser Terms will apply and create a separate agreement directly between ▇▇▇▇▇▇ and the Authorized Purchaser without the need for any other agreement between ▇▇▇▇▇▇ and the Authorized Purchaser and without limiting Viking’s rights or remedies against Corden under this Agreement. Viking shall be and shall be deemed to be an express third party beneficiary of each such separate agreement between ▇▇▇▇▇▇ and such Authorized Purchaser with the right to enforce the terms and conditions of such separate agreement against both ▇▇▇▇▇▇ and such Authorized Purchaser. Any other agreements that Corden or its Affiliates may have with such Authorized Purchaser will not apply to such sales by ▇▇▇▇▇▇ to the Authorized Purchaser except to the extent otherwise expressly and specifically agreed in writing by Viking. Authorized Purchaser shall have the right to purchase API Product under the Authorized Purchaser Terms until the earlier of (i) the expiration of any period specified by Viking in such Authorized Purchaser Notice and (ii) such time as Viking notifies ▇▇▇▇▇▇ in writing that such Third Party is no longer designated to exercise such rights as an Authorized Purchaser under this Agreement. Corden will allow Authorized Purchasers to purchase API Product under the Authorized Purchaser Terms solely as and to the extent set forth in such Authorized Purchaser Notice, including with respect to: (i) the period during which such Third Parties are designated as Authorized Purchasers; (ii) the amount of API Product that may be purchased by such Authorized Purchasers; and (iii) the pricing for such APIProduct. Viking may modify the parameters and restrictions on such Authorized Purchasers at any time upon reasonable advance written notice to ▇▇▇▇▇▇. Notwithstanding the foregoing or anything else in this Agreement, unless Viking provides its prior written consent, which consent shall be in Viking’s sole discretion and on a case-by-case basis, Authorized Purchasers may not and shall not have any ability under this Agreement or any Authorized Purchaser Terms to, and Corden shall not accept any attempt by an Authorized Purchaser to, modify the Forecast or Binding Forecast, modify any Specifications, determine a Recall, access any Confidential Information of Viking (unless a three-way non-disclosure or similar agreement is entered into among Corden, Viking and the Authorized Purchaser or Viking otherwise provides its prior written consent on a case-by-case basis), exercise any audit rights, modify or waive any requirements relating to APIProduct, provide consents or approvals for or on behalf of Viking, amend this Agreement, or assign or transfer any of Viking’s rights under this Agreement.