Payment of Product Price. Gengraf - Ninety Days following Initial Sale. If Gengraf is the first Capsule Product to receive Regulatory Approval, then, with respect to shipments delivered before SangStat's first sale of Gengraf to the market (the "Initial Sale") or within ninety (90) days thereafter, SangStat shall pay to Xxxxxx the Product Price for such Capsule Product within ninety (90) days of receipt of invoice; provided, however, that SangStat may defer payments on each shipment until one hundred and twenty (120) days after receipt of invoice without being in breach of this Agreement if SangStat pays interest to Xxxxxx at the Prime Rate on the amount of the payment that remains outstanding on the ninety-first (91st) day after receipt of such invoice and after one hundred and twenty (120) days in accordance with Section 6.12. After one hundred and twenty (120) days, however, SangStat shall be in material breach of this Agreement for failure to pay until SangStat makes such payment and all accrued interest. Gengraf - More than Ninety Days following Initial Sale. If Gengraf is the first Capsule Product to receive Regulatory Approval, then, with respect to shipments delivered more than ninety (90) days after the Initial Sale of the Capsule Product, SangStat shall pay to Xxxxxx the Product Price for such Capsule Product within sixty (60) days of receipt of invoice; provided, however, that SangStat may defer payments on each shipment until ninety (90) days after receipt of invoice without being in breach of this Agreement if SangStat begins to pay interest to Xxxxxx at the Prime Rate on the amount of the payment that remains outstanding on the 61st day after receipt of such invoice and after ninety (90) days in accordance with Section 6.12. After one hundred and twenty (120) days, however, SangStat shall be in material breach of this Agreement for failure to pay until SangStat makes such payment and all accrued interest. Sang-2000. If Sang-2000 is the first Capsule Product to receive Regulatory Approval, then with respect to Sang-2000 shipped to Xxxxxx hereunder, Xxxxxx shall pay to SangStat the Product Price for such product within forty-five (45) days after the date Xxxxxx receives such shipment.
Payment of Product Price. 19 (a) Gengraf - Ninety Days following Initial Sale 19 (b) Gengraf - More than Ninety Days following Initial Sale 20 (c) Sang-2000 20 6.10.2 Payment of Supplemental Fee and Commissions 20 6.11 Payment Details 20 6.12 Late Payments 20 6.13 Records/Audits 20 6.14 Product Supplied for Clinical Trials, Promotional and Humanitarian Uses 21 7. Product Development 21 7.1 Development Obligations 21 7.1.1 CycloStat System 21 7.1.2 Products 21 7.2 Development Costs 21 7.2.1 Sang-2000 21 7.2.2 Gengraf 21 7.2.3 SangCya and CycloTech 21 7.2.4 1999 and 2000 Budgets 21 7.3 Obligations 22 7.4 Regulatory Approvals 22 8. Trademarks 22 9. Supply of Finished Capsule Product 22 9.1 Exclusivity 22 9.2 Forecasting/Ordering. 23 9.2.1 Gengraf 23 9.2.2 Sang-2000 23 9.2.3 Limitation 23 9.3 Manufacturing Capacity. 23 9.3.1 Gengraf 23 9.3.2 Sang-2000 24 9.3.3 Additional Suppliers 24 10. Inventory of Products 24 11. Supply of Bulk Product By Abbott 24 12. Ownership and Confidentiality 24 12.1 Ownership 24 12.2 Covenant Not to Xxx 24 12.3 Proprietary Information 25 13. Limited Liability 25 14. Term and Termination 25 14.1 Term 25 14.2 For Cause 25 14.2.1 Ceases to do Business 25 14.2.2 Material Breach 26 14.2.3 Bankruptcy 26 14.3 Regulatory Issues 26 14.4 Certain Acquisitions 26 14.5 Effect of Termination 26 14.6 Pending Orders and Inventory 26 14.7 Effect of Termination for Breach 27 14.8 Effect of Termination for Failure to Obtain Regulatory Approval 27 14.9 Right to Promote Capsule Product 27 14.10 Repayment of Loan 27 14.11 Additional Remedies 27 14.12 Accrued Rights and Obligations 27 15. Warranty and Warranty Disclaimers 27 15.1 Abbott 27 15.1.1 Supplied Product 28 15.1.2 No Infringement 28 15.1.3 Regulatory 28 15.1.4 Title 28 15.1.5 No Violation 28 15.2 SangStat 28 15.2.1 Supplied Product 28 15.2.2 No Infringement 28 15.2.3 Regulatory 28 15.2.4 Title 28 15.2.5 No Violation 28 15.3 Promotional 29 16. Indemnification 29 16.1 Abbott Indemnity 29 16.1.1 Infringement 29 16.1.2 Product Liability 29 16.1.3 General 29 16.2 SangStat Indemnity 30 16.2.1 Infringement 30 16.2.2 Product Liability 30 16.2.3 General 30 17. Adverse Events, Recalls and other Regulatory Matters 30 17.1 Adverse Reaction Reporting 30 17.2 Product Information Requests 31 17.3 Governmental Reports 31 17.4 Product Recall 31 17.5 Procedures 31 17.6 Governmental Contact Reporting 31 17.7 Product Registration 32 17.8 Records Retention 32 18. General 32 18.1 Entire Agreement 32 18.2 Modifications in Writing 32 18.3 No Waiv...
Payment of Product Price. (a) Gengraf - Ninety Days following Initial Sale. [ ]* with respect to shipments delivered before SangStat's first sale of Gengraf to the market (the "Initial Sale") or within ninety (90) days thereafter, SangStat shall pay to Xxxxxx the Product Price for such Capsule Product within ninety (90) days of receipt of invoice; provided, however, that SangStat may defer payments on each shipment until one hundred and twenty (120) days after receipt of invoice without being in breach of this Agreement if SangStat pays interest to Xxxxxx at the Prime Rate on the amount of the payment that remains outstanding on the ninety-first (91st) day after receipt of such invoice and after one hundred and twenty (120) days in accordance with Section 6.12. After one hundred and twenty (120) days, however, SangStat shall be in material breach of this Agreement for failure to pay until SangStat makes such payment and all accrued interest.
