Obligations to Sample Clauses

Obligations to. (a) The Parties acknowledge that Novartis has certain obligations to manufacture and supply Compound to a Third Party, [***], and notwithstanding the provisions this Article II, (i) Novartis, its Affiliates, and their agents will retain the right to manufacture and supply Compound to [***] and to otherwise [***]; and (ii) [***], and nothing in this Agreement will restrict or conflict with Novartis’ obligations with respect to such matters. (b) The Parties also acknowledge that [***] under certain specified circumstances. Accordingly, from time to time during the Term, Novartis may request QED and/or its sublicensees to inform Novartis if QED and/or its sublicensees intends to seek Regulatory Approval for and Commercialize and pursue Commercialization of the Compound for various Indications, including to the extent that such indications are the subject of [***], and QED and/or its sublicensees shall, within [***] after receipt of Novartis’ inquiry, inform Novartis whether it intends to seek such Regulatory Approval for and Commercialize and pursue Commercialization of the Compound for such Indication and provide its anticipated plan for such activities; provided, however, that if QED and/or its sublicensees notifies Novartis of its intent to seek Regulatory Approval and Commercialize and pursue Commercialization of the Compound and/or Product for such Indication, but thereafter makes a determination not to Commercialize such Compound and/or Product for such Indication, then prior to ceasing to pursue the Development of the Compound it will provide at least [***] prior notice to Novartis of such determination. If QED and/or its sublicensees does not intend to seek Regulatory Approval for and Commercialize and pursue Commercialization of the Compound for the relevant Indication, does not provide to Novartis a plan that Novartis determines is a commercially reasonable plan for such activity within such [***] period, Novartis determines in its sole discretion that QED has failed to sufficiently pursue such plan (including pursuing Regulatory Approval and Commercializing the Compound and/or Product for such Indication), or thereafter makes a determination not to Commercialize or pursue Commercialization for such Compound and/or Product for such Indication, then notwithstanding any provision of this Agreement to the contrary, [***].

Obligations to. TAKE BUYER'S MAKE-UP GAS AT SELLER'S DIRECTION (a) If Sellers direct, in accordance with Clause 4.10(a) of the Principal Contract, that Gas delivered under the Principal Contract will be deemed to be Gascor's Make-up Gas, then, subject to Clause 2.3(b), Gas delivered to and taken by each Buyer will be deemed to be Buyer's Make-up Gas until the earlier of: (1) the Buyer's Accumulated Make-up Gas of that Buyer being reduced to zero; or (2) the Day on which Gas delivered under the Principal Contract is no longer deemed to be Gascor's Make-up Gas in accordance with Clause 4.10(a) of the Principal Contract. (b) If at the end of the Accumulated Make-up Gas Reduction Period the aggregate quantity of Gascor's Make-up Gas which is deemed to be delivered to Gascor during that period exceeds the total quantity of Buyer's Make-up Gas which is deemed to be delivered to all Buyers in that period in accordance with Clause 2.3(a), Gas delivered after the end of the Accumulated Make-up Gas Reduction Period to each Buyer which has Buyer's Accumulated Make-up Gas at the end of the Accumulated Make-up Gas Reduction Period will continue to be deemed to be Buyer's Make-Up Gas until such time as such Buyer has taken delivery of a quantity of Gas calculated as follows: [THIS PARAGRAPH CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED, BUT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Where: DMi is the quantity of Gas, expressed in GJ, delivered to a Buyer which is deemed to be Buyer's Make-up Gas after the end of the Accumulated Make-up Gas Reduction Period; EM is the quantity by which the quantity of Gascor Make-up Gas delivered to Gascor during the Accumulated Make-up Gas Reduction Period in accordance with Clause 4.10(a) of the Principal Contract exceeds the total quantity of Buyer's Make-up Gas which is deemed to be delivered to all Buyers in that period in accordance with Clause 2.3(a);