Common use of Manufacturers Clause in Contracts

Manufacturers. IDRI shall not enter into any agreement for the manufacture of IDRI GLA for IDRI by a Third Party manufacturer, other than (a) with respect to limited-quantity production for purposes of evaluation by IDRI of the manufacturer, and/or by the manufacturer of IDRI, as to the propriety of IDRI’s engaging such manufacturer and (b) in instances in which a prior notice under this Section has been given by IDRI to Immune Design with respect to the same manufacturer or one of its Affiliates, unless IDRI has first obtained Immune Design’s approval of such manufacturer for such purpose, which approval (i) shall not be unreasonably withheld or delayed and (ii) shall not in any case be withheld or delayed based on any reason other than a Deficiency, as defined below. Upon receipt of such notice, Immune Design shall have a period of *** days in which either to approve such manufacturer or to provide to IDRI a written statement of reasons, based upon all reasonably available information (which shall be stated in such notice by Immune Design) believed by Immune Design in good faith to be credible and to bear directly upon a Deficiency applicable to such manufacturer (a “Deficiency Statement”). If Immune Design does not deliver any such Deficiency Statement within such ***-day period, it shall be deemed to have approved the manufacturer. Any disputes under this provision as to the propriety of any Deficiency Statement shall be promptly resolved pursuant to Section 13.2 without the requirement to attempt to first resolve the dispute under Section 13.1; provided, however, that ***. Any such resolution finding that Immune Design’s Deficiency Statement was erroneous or otherwise unreasonable shall constitute an approval of the manufacturer by Immune Design for purposes of this Section. If the parties fail to agree on *** within *** days after the dispute is referred to arbitration, then *** pursuant to the arbitration rules referenced in Section 13.2; provided, that ***. As used herein, “Deficiency” means any of the following: ***. For clarity, no geographical, cultural, commercial or competitive consideration that is not founded upon the considerations listed in clauses *** above will be eligible to be a Deficiency.

Appears in 2 contracts

Samples: License Agreement (Immune Design Corp.), License Agreement (Immune Design Corp.)

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Manufacturers. IDRI shall not enter into any agreement for the manufacture of IDRI GLA for IDRI by a Third Party manufacturer, other than (a) with respect to limited-quantity production for purposes of evaluation by IDRI of the manufacturer, and/or by the manufacturer of IDRI, as to the propriety of IDRI’s engaging such manufacturer and (b) in instances in which a prior notice under this Section has been given by IDRI to Immune Design with respect to the same manufacturer or one of its Affiliates, unless IDRI has first obtained Immune Design’s approval of such manufacturer for such purpose, which approval (i) Genius shall not be unreasonably withheld supply ESPN with the names and addresses of all of its owned or delayed and (ii) shall not in any case be withheld or delayed based on any reason other than a Deficiencyoperated manufacturing facilities, as defined below. Upon receipt of such noticeif any, Immune Design shall have a period of *** days in which either to approve such manufacturer or to provide to IDRI a written statement of reasons, based upon all reasonably available information (which shall be stated in such notice by Immune Design) believed by Immune Design in good faith to be credible and to bear directly upon a Deficiency applicable to such manufacturer (a “Deficiency Statement”)for the Videograms. If Immune Design does not deliver Genius at any such Deficiency Statement time desires to use a third-party Manufacturer to produce the Videograms, components of Videograms or related items, whether the third party is located within such ***-day periodor outside the Territory, it Genius shall provide ESPN the accurate name and complete address of the Manufacturer and identify the Videograms, components, or related items, using the Facilities and Merchandise Authorization (FAMA) form, attached hereto as Attachment 2, and obtain ESPN’s prior written permission to use the third party. The references to “Disney” and “Disney’s merchandise” in the FAMA form shall be deemed to have approved the manufacturer. Any disputes under this provision as be references to the propriety of any Deficiency Statement shall be promptly resolved pursuant to Section 13.2 without the requirement to attempt to first resolve the dispute under Section 13.1; provided, however, that ***. Any such resolution finding that Immune Design“ESPN” and “ESPN’s Deficiency Statement was erroneous or otherwise unreasonable shall constitute an approval of the manufacturer by Immune Design merchandise” for purposes of this SectionAgreement. If ESPN’s decision as to whether a Manufacturer complies with the parties fail Code shall be a matter within ESPN’s absolute discretion. ESPN’s permission in each case is conditioned upon the execution and delivery of a Manufacturer’s Agreement. The references to agree on “Disney” and “Disney’s merchandise” in the Manufacturer’s Agreement form shall be deemed to be references to “ESPN” and “ESPN’s merchandise” for purposes of this Agreement. ESPN may require a pre-approval compliance inspection (at ESPN’s sole cost) of a Manufacturer prior to the production of any Videograms, components, or other related items. Genius immediately shall notify ESPN when *** within *** days after the dispute is referred to arbitration, then *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the arbitration rules referenced in Section 13.2; provided, that ***Commission. As used herein, “Deficiency” means any Genius no longer is using a Manufacturer. Genius agrees to comply with all applicable privacy and data protection laws with regard to the submission of information regarding Manufacturers and the following: ***. For clarity, no geographical, cultural, commercial or competitive consideration that is not founded upon the considerations listed in clauses *** above will be eligible to be a DeficiencyILS inspection reports on such Manufacturers.

Appears in 1 contract

Samples: Output Distribution Agreement (Genius Products Inc)

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Manufacturers. Other than with the manufacturers identified on Exhibit E, IDRI shall not enter into any agreement for the manufacture of IDRI GLA *** for IDRI by a Third Party manufacturer, other than (a) with respect to limited-quantity production for purposes of evaluation by IDRI of the manufacturer, and/or by the manufacturer of IDRI, as to the propriety of IDRI’s engaging such manufacturer and (b) in instances in which a prior notice under this Section 5.4 has been given by IDRI to Immune Design with respect to the same manufacturer or one of its Affiliates, unless IDRI has first obtained Immune Design’s approval of such manufacturer for such purpose, which approval (i) shall not be unreasonably withheld or delayed and (ii) shall not in any case be withheld or delayed based on any reason other than a Deficiency, as defined below. Upon receipt of such notice, Immune Design shall have a period of *** days in which either to approve such manufacturer or to provide to IDRI a written statement of reasons, based upon all reasonably available information (which shall be stated in such notice by Immune Design) believed by Immune Design in good faith to be credible and to bear directly upon a Deficiency applicable to such manufacturer (a “Deficiency Statement”). If Immune Design does not deliver any such Deficiency Statement within such ***-day * period, it shall be deemed to have approved the manufacturer. Any disputes under this provision as to the propriety of any Deficiency Statement shall be promptly resolved pursuant to Section 13.2 without the requirement to attempt to first resolve the dispute under Section 13.1; provided, however, that there shall be ***. Any such resolution finding that Immune Design’s Deficiency Statement was erroneous or otherwise unreasonable shall constitute an approval of the manufacturer by Immune Design for purposes of this SectionSection 5.4. If the parties fail to agree on *** within *** days after the dispute is referred to arbitration, then *** pursuant to the arbitration rules referenced in Section 13.2; provided, that ***. As used herein, “Deficiency” means any of the following: (w) ***, (x) ***, (y) ***, or (z) ***. For clarity, no geographical, cultural, commercial or competitive consideration that is not founded upon the considerations listed in clauses *** (w) through (z) above will be eligible to be a Deficiency.

Appears in 1 contract

Samples: License Agreement (Immune Design Corp.)

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