Interim Supply. Until such time as Nanobiotix and Lian execute a Supply Agreement, at Lian’s request, Nanobiotix will, on Lian’s behalf, place orders with its suppliers for Licensed Products for use by Lian for Development purposes, [***]. After delivery, Nanobiotix will invoice Lian for the Transfer Price for such Licensed Product and Lian will pay Nanobiotix within [***] days after receipt of such invoice. Nanobiotix will provide all Licensed Products provided pursuant to this Section 6.2 with those product warranties and corresponding remedies that Nanobiotix receives from its supplier.
Interim Supply. In the case where Alder notifies BMS in writing within [***] after the date of termination that Alder desires BMS to provide to Alder an interim supply of Licensed Compound and/or Cancer Product, BMS shall use Diligent Efforts to provide such supply in accordance with the terms of this Section 13.6(g). BMS’ obligation to provide such supply under this Section 13.6(g) shall only be for the period of [***] from the date of termination and BMS shall have no obligation to supply Licensed Compound and/or Cancer Product to Alder after such [***] or, if earlier, Alder’s notification to BMS that Alder has obtained alternative, validated source of supply of Licensed Compound and/or Cancer Product, as applicable. Upon such request by Alder for such interim supply, the Parties shall enter into a supply agreement pursuant to which BMS will use Diligent Efforts to supply Licensed Compound and/or Product to Alder for such period ending [***] after the termination date,. Alder shall use all reasonable commercial efforts to procure an alternative supply of Licensed Compound and/or Cancer Product as soon as possible following the effective date of the applicable termination. The Licensed Compound and/or Cancer Product shall be supplied at a supply price equal to BMS’ Manufacturing Costs for such Licensed Compound or Cancer Product supplied. The supply agreement shall reflect these provisions and shall contain such other customary terms as the Parties deem appropriate.
Interim Supply. In the event of any termination pursuant to Section 11.2, Section 11.3, or Section 11.4, at PDL’s request, BMS shall supply, or cause to be supplied, to PDL sufficient quantities of Product to satisfy PDL’s and its Affiliate’s requirements for Product for a period of up to [****]* following the effective date of termination, as PDL may require until PDL can itself assume or transition to a Third Party such manufacturing responsibilities; provided that PDL shall use commercially reasonable efforts to affect such assumption (or transition) as promptly as practicable. Such supply shall be at a price equal to BMS’ fully-burdened manufacturing costs for such Product(s). Any such supply will be made pursuant to a supply agreement between the parties with typical provisions relating to quality, forecasting and ordering to forecast, force majeure and product liability and indemnity. In the event that BMS has one or more agreements with Third Party manufacturers with respect to the manufacture of a Licensed Product, at PDL’s request, BMS shall use commercially reasonable efforts to transfer its rights and obligations under such agreement(s) to PDL upon any such termination.
Interim Supply. To the extent that and for so long as, notwithstanding Licensor’s exercise of commercially reasonable efforts, Licensor is unable to cause its Third Party manufacturers to take any steps set forth in Sections 4.10.1(i)-(v), with the result that Licensee is materially impeded from, either by itself or through a Third Party manufacturer, Manufacturing Licensed Products or Licensed Compounds, Licensor shall supply Licensee with its reasonable requirements of such Licensed Compounds or Licensed Products at a price equal to Licensor’s Manufacturing Costs for such Licensed Products or Licensed Compounds. Licensor’s obligation under this Section 4.10.3 shall be conditioned upon Licensee providing Licensor with reasonable notification of its need for such supply. Licensor shall not be required to allocate such supply to Licensee in a manner that would have an adverse effect on the quantity of Initial Licensed Compound available to Licensor as necessary to fulfill Licensor’s obligations under the Initial Development Plan.
Interim Supply. In the event of any termination pursuant to Section 11.2, or Section 11.3 (where BMS is the breaching Party), in each case [*], at the written request of EPC (or its sublicensee), BMS shall supply, or cause to be supplied, to EPC or such sublicensee sufficient quantities of Product to satisfy EPC (or its sublicensee’s)requirements for Product for a period of up to [*] following the effective date of termination, as EPC or its sublicensee may require until EPC or its sublicensee can itself assume or transition to a Third Party such manufacturing responsibilities; provided, however that EPC or its sublicensee shall use Diligent Efforts to affect such assumption (or transition) as promptly as practicable. Such supply shall be [*] such Product(s) with respect to development supply, and shall be [*] such Product(s) with respect to commercial supply. Any such supply will be made pursuant to a supply agreement between the Parties with typical provisions relating to quality, forecasting and ordering to forecast, force majeure and product liability and indemnity. In the event that BMS has one or more agreements with Third Party manufacturers with respect to the manufacture of a Product, at EPC (or its sublicensee’s) request, BMS shall use commercially reasonable efforts to transfer its rights and obligations under such agreement(s) to EPC upon any such termination.
Interim Supply. The Customer acknowledges and agrees that, for any Interim Supply Period the: relevant Supplier may supply Energy Products on an interim basis pursuant to the relevant Customer Contract; and Authority may (and the Customer authorises the Authority to) agree the Interim Price with the Supplier on behalf of the Customer in accordance with the applicable Framework Agreement. Co-operation with the Authority and provision of information Without prejudice to any specific provision of this Clause 3, the Customer shall: co-operate with the Authority; provide such other assistance to the Authority (including providing information at such times and in such formats as the Authority may require from time to time), as required by the Authority in order to: (i) meet its obligations; and/or exercise its rights under any Framework Agreement; and (ii) perform the Services. The co-operation and assistance referred to in Clause 3.14 shall include: on termination or expiry of a Framework Agreement giving such consents, taking such steps and doing such other things as are necessary to enable: if applicable the assignment, novation or other transfer of any Customer Contract from the relevant Supplier to a new supplier; the Registration of such new supplier as the supplier to the Customer of the relevant Energy Products under applicable Industry Documents at the relevant Supply Points; and/or the Authority to enter into a framework agreement with the new supplier for the purposes of supplying such Energy Products and/or Ancillary Services to Relevant Customers; providing such feedback, information and documentation on Suppliers and their performance under applicable Framework Agreements and/or Customer Contracts as the Authority may from time to time request; providing access to any Sites and employees, agents or sub-contractors of the Customer and such information, documentation and other evidence as is necessary to assist the Authority in carrying out an audit of a Supplier and its performance under any Framework Agreement and/or Customer Contract; providing access to any Sites and employees, agents or sub-contractors of the Customer and such information, documentation and other evidence as is necessary or useful (in the opinion of the Authority) to assist in any Dispute or claim made by or brought against the Authority (whether by a Supplier or a third party) arising out of or in connection with the applicable Framework Agreement and/or any Customer Contract, whether for brea...
Interim Supply. At KaloBios’ request, Sanofi shall supply, or cause to be supplied, to KaloBios sufficient quantities of Licensed Products to satisfy KaloBios” and its Affiliates’ and sublicensees’ requirements for Licensed Product for a period of the earlier of (i) when KaloBios is able to manufacture or have manufacture Licensed Products itself or (ii) two (2) years following the effective date of termination; provided that KaloBios shall use Commercially Reasonable Efforts to affect such assumption (or transition) as promptly as practicable. Such supply shall be at a price equal to [***] for such Licensed Product(s). Any such supply will be made pursuant to a supply agreement between the Parties with typical provisions relating to quality, forecasting and ordering to forecast, force majeure and product liability and indemnity. In the event that Sanofi has one or more agreements with Third Party manufacturers with respect to the manufacture of a Licensed Product, at KaloBios” request, Sanofi shall use Commercially Reasonable Efforts to transfer its rights and obligations under such agreement(s) to KaloBios upon any such termination.
Interim Supply. Notwithstanding Sections 3.4 hereof, Shire may order Drug Substance from TKT prior to the assignment of the Lonza Agreement to Shire in accordance with Section 3.4 hereof. Such orders will be pursuant to a purchase order setting forth certain terms and conditions of the supply, and such supply will be subject to the following principles:
Interim Supply. The Parties agree that any inventories of KB001-A and/or [***] (as defined in the Agreement) in Sanofi’s or its Affiliates or subcontractors’ possession are hereby assigned to KaloBios and Sanofi shall cooperate with KaloBios to transfer such inventories to KaloBios or its designee as soon as KaloBios or its designee confirms that it is ready to receive such Materials following the Termination Agreement Effective Date. The Parties agree that Sanofi’s obligations regarding supply of Licensed Product under the Agreement are terminated as of the Termination Agreement Effective Date and no further notice of termination, for example, of the Supply Agreement between the Parties dated as of October 10, 2010, as amended, is necessary, and that KaloBios waives the right to any such notice under that Supply Agreement. CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED (g)Transition Assistance. Sanofi shall provide such assistance, at no cost to KaloBios, as may be reasonably necessary or useful for KaloBios to commence or continue Developing or Commercializing Licensed Products in the Sanofi Field in the Territory, to the extent Sanofi is then performing or having performed such activities, including transferring or amending as appropriate, upon request of KaloBios, any agreements or arrangements with Third Party vendors with respect to Licensed Products. To the extent that any such contract between Sanofi and a Third Party is not assignable to KaloBios, then Sanofi shall reasonably cooperate with KaloBios to arrange to continue to and provide such services from such entity. In no event shall Sanofi be required to perform any transition assistance after the Transition Completion Date.
Interim Supply. Until Tarsus and Lian execute a Clinical Supply Agreement, as reasonably requested by Lian (and subject to Section 7.2), Tarsus shall place orders with its suppliers for the same Licensed Products for Development purposes on the same terms that Tarsus procures from such suppliers for its own account. Lian shall pay Tarsus an amount equal to the Fully Burdened Manufacturing Cost of such Licensed Products ordered for Lian plus an additional [***] thereof. After delivery, Tarsus shall invoice Lian for the Fully Burdened Manufacturing Costs of such Licensed Product plus [***] for the applicable order and Lian shall pay Tarsus within [***] days after receipt of such invoice. [***].
