PRxO GENERICS PURCHASE PROGRAM Clause Samples

PRxO GENERICS PURCHASE PROGRAM. Customer must participate in the generic formulary purchase program (“PRxO Generics Purchase Program”) as provided in this Agreement and pursuant to standard PRxO Generics program requirements as amended from time to time by ABDC. The PRxO Generics [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Purchase Program is a special offering which provides Customer with a competitive advantage on purchases of generic Rx Products. Customer is able to benefit by having ABDC administer the PRxO Generics Purchase Program for a *, as specified in Paragraph 2 of the Pricing/Payment Terms. Accordingly, Customer will purchase from ABDC no less than 95% of its generic pharmaceutical purchases, including the “Top 100” generic pharmaceutical Products; provided, however, that Customer may purchase any generic pharmaceuticals (including, without limitation, injectables or Products in unit-dose packages that are not available under the PRxO Generics Purchase Program) from a source other than ABDC, without impact to the requirements under this Agreement if such Products are not available under the PRxO Generics Purchase Program. The Top 100 is a list determined from time to time by ABDC of more than one hundred commonly used generic pharmaceutical Products. Customer authorizes ABDC as its sole agent to develop and implement a generic pharmaceutical Product list for the Term. With respect to each Product purchased by Customer under the PRxO Generics Purchase Program, ABDC shall use its commercially reasonable efforts to provide Customer reasonable advance notice prior to changing suppliers of such Products. Customer will purchase from ABDC each calendar quarter no less than the minimum Net Purchase volume of generic pharmaceutical Products as set forth in paragraph 5(A) of the Pricing/Payment Terms. Any changes by ABDC in its PRxO Generics Program or in the Top 100 list as applicable to Customer will be non-discriminatory, generally applicable to ABDC’s customers and consistent with the terms of this Agreement.
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PRxO GENERICS PURCHASE PROGRAM. A. Customer must participate in the PRxO Generics Purchase Program as provided in this Agreement and pursuant to standard PRxO Generics Purchase Program requirements as amended from time to time by ABDC. Customer acknowledges and agrees that it will be able to benefit by having ABDC administer the PRxO Generics Purchase Program for *. B. By agreeing to participate in the PRxO Generics Purchase Program, Customer must purchase from ABDC * as provided in Section 10(A). With respect to each Generic Rx purchased by Customer under the PRxO Generics Purchase Program, ABDC shall use its * to provide Customer * prior to changing suppliers of such Products. Any changes by ABDC in its PRxO Generics Purchase Program will be non-discriminatory, generally applicable to ABDC’s customers and consistent with the terms of this Agreement. Table 1 of Exhibit 7 *.
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PRxO GENERICS PURCHASE PROGRAM 
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Radius shall ship such bulk substance of Compound, FOB point of manufacturing. 5.2 In the event that Eisai notifies Radius of its desire to purchase Semi-Product from Radius which meets specifications determined by Radius in the course of its Development activities pursuant to this Agreement, Radius shall supply Eisai with all amount of Semi-Product required by Eisai for commercial sales of Product in Japan. With respect to Eisai clinical development activities for Product in Japan, upon Eisai’s request, Radius shall supply Eisai Semi-Product for the conduct of the Eisai Development activities in the amounts and at the times determined by the SC, having reference to the quantity of Semi-Product required for clinical trials in Japan. Radius shall charge Supply Price for Semi-Product. Radius shall ship such Semi-Product, FOB point of manufacturing. 5.3 The Parties agree that they shall, in good faith, discuss, negotiate and execute necessary agreements containing mutually acceptable terms, including but not limited to, a supply agreement for either bulk substance of Compound or Semi-Product as well as a quality control agreement of either bulk substance of Compound or Semi-Product, in the event that Eisai notifies Radius as set forth in Article 5.1 or 5.2. 5.4 As manufacturer of the Product, Radius shall be responsible for: (a) the control of the quality of the Product promoted and sold under the Radius trademarks; as provided in Article 2.3; and (b) ensuring that all bulk substance of Compound or Semi-Product supplied to Eisai pursuant to this Article 5 shall be manufactured in accordance with the applicable good manufacturing practices (GMP) and shall meet the then applicable specifications for the bulk substance of Compound or Semi-Product; and Radius warrants that all bulk substance of Compound or Semi-Product supplied to Eisai pursuant to this Article 5 shall be manufactured in accordance with the applicable GMP and shall meet the then applicable specifications for the bulk substance of Compound or Semi-Product and will be free from defects in material and workmanship. Radius shall resolve any product liability issues in the Territory relating to the Product and shall resolve any product liability issues in Japan relating to the Product or the bulk substance of Compound or Semi-Product, as the case may be, supplied to Eisai pursuant to this Article 5 in the event and to the extent related to a breach of the warranty set forth in Article 5.4(b) at its own expense and subject to Article 5.5. 5.5 Radius’ obligations with respect to product liability in the Territory and Japan shall include the following responsibilities, each to be taken at Radius’ expense: (a) Radius shall report, at its expense, to appropriate authorities, in accordance with local requirements, all adverse events related to use of the Product in the Territory or Japan. 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(b) In the event that (i) Radius determines that an event, incident, or circumstance may result in the need for a recall or other removal of the Product or any lot or lots thereof from the market; (ii) any regulatory authority in the Territory threatens to remove a Product from the market; or (iii) any regulatory authority in the Territory requires distribution of a “Dear Doctor” letter or its equivalent regarding the use of Product, Radius shall promptly advise Eisai in writing, and shall provide Eisai with copies of all relevant correspondence, notices and the like. Notwithstanding anything the contrary herein, Radius shall have final authority to make all decisions relating to any recall, market withdrawal or other corrective action with respect to the Product in the Territory. 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