Purchase of Dedicated Equipment. If, during the Term of this Agreement, ImmunoGen determines in good faith that it is necessary or advisable to purchase Dedicated Equipment in order to perform any of its obligations to manufacture Preclinical Materials or Clinical Materials under Sections 4.2 or 4.3 of this Agreement, then ImmunoGen shall provide Bayer with written notice of such determination, along with the estimated price for such purchase and quality parameters for the Dedicated Equipment, for Bayer’s approval of such price and features. Promptly after the consummation of such purchase, assuming that Bayer has provided its approval hereunder, ImmunoGen shall provide Bayer with a copy of the invoice or invoices reflecting such purchase, and Bayer shall reimburse ImmunoGen for the purchase of all such approved Dedicated Equipment hereunder within [***] days of its receipt of such invoice from ImmunoGen; provided, however, that no costs reimbursed by Bayer hereunder (or depreciation of such purchased equipment or instruments) shall be included within the calculation of any Costs under this Agreement. Bayer shall have title and ownership of all such Dedicated Equipment purchased pursuant to this Section 4.4, and shall have the right to reclaim or retain possession of such Dedicated Equipment at its expense upon reasonable notice at such time as it is no longer required for use by ImmunoGen to carry out this Agreement. Notwithstanding the foregoing, the purchase of items including, but not limited to, routine lab equipment, biological materials, products and reagents reasonably required by ImmunoGen to conduct the Research Program shall be included in the Research Budget.
Purchase of Dedicated Equipment. If, during the Term of this Agreement, ELAN determines in its sole discretion that it is necessary or advisable to purchase Dedicated Equipment in order for ARCHEMIX to perform any ARCHEMIX Research Activities under the Research Program, then ELAN shall provide ARCHEMIX with written notice of such determination, and ARCHEMIX shall provide ELAN with the estimated price for such purchase and quality parameters for such Dedicated Equipment, for ELAN’s approval of such price and features. Promptly after the consummation of such purchase, if approved, ARCHEMIX shall provide ELAN with a copy of the invoice or invoices reflecting such purchase, and ELAN shall reimburse ARCHEMIX for the purchase of all such Dedicated Equipment within thirty (30) days of its receipt of such invoice; provided, however, that no costs reimbursed by ELAN hereunder (or depreciation of such purchased equipment or instruments) shall be included within the calculation of any Development Costs under this Agreement. ELAN shall retain title and ownership of all such Dedicated Equipment and, at its expense upon reasonable notice to ARCHEMIX, shall have the right to remove such Dedicated Equipment from ARCHEMIX’ facilities, at such time as such Dedicated Equipment is no longer required for use by ARCHEMIX in the conduct of the Research Program. As used in this section, “Dedicated Equipment” means any equipment, instrument or machinery used by ARCHEMIX exclusively in the conduct of the Research Program.
Purchase of Dedicated Equipment. If, during the Access Term, ImmunoGen determines in good faith that it is necessary or advisable to purchase dedicated equipment or instruments in order to perform any of its obligations to manufacture Cytotoxic Compounds and/or AB Cytotoxic Products under this Agreement for the purpose of conducting Preclinical Research, then ImmunoGen shall provide Millennium with written notice of such determination, along with the estimated price for such purchase and quality parameters for the equipment or instruments, for Millennium's written approval of such price and features. Subject to the foregoing, promptly after the consummation of such purchase on behalf of Millennium, ImmunoGen shall provide Millennium with a copy of the invoice or invoices reflecting such purchase, and Millennium shall reimburse ImmunoGen for the purchase of all such approved equipment hereunder [ * ] of its receipt of such invoices from ImmunoGen. All such equipment shall be owned by Millennium, shall [ * ] so long as ImmunoGen has possession thereof, and shall be used by ImmunoGen solely for the benefit of Millennium. The Parties hereby agree that no costs which are incurred by ImmunoGen and reimbursed by Millennium under this Section 5.13 shall be included within the calculation of any [ * ] under this Agreement. Upon any termination of this Agreement, all such equipment shall be transferred to Millennium, provided, that any reimbursement due from Millennium for such equipment has been fully paid to ImmunoGen.
Purchase of Dedicated Equipment. 15.5 If the Call Off Agreement is terminated by either party pursuant to clause 15.1 then, in addition to any other sums due as a result of such termination, the Customer shall purchase from the Service Provider any Equipment which is owned by the Service Provider and which is used at the time of termination solely for the provision of Managed Cloud Services to the Customer. The purchase price for such Equipment shall be the Fair Market Value. The Service Provider shall provide an invoice within 30 days of termination and the Customer shall pay the same within 30 days of receipt.
Purchase of Dedicated Equipment. Manufacturer shall use best efforts to purchase, install, validate and qualify the dedicated equipment described on Exhibit 10 for the execution of the Agreement (the “Dedicated Equipment”). Manufacturer shall ensure that the Dedicated Equipment meets the technical specifications which will be described in the “Technical Specifications”.
Purchase of Dedicated Equipment. If any portion of the Budget is used by EPIX to purchase Dedicated Equipment and the Agreement is terminated by CFFT at any time pursuant to Section 9.3, then, without limitation to any other damages due or owing to CFFT, within thirty (30) days after a written request by CFFT (an “Equipment Request”), EPIX shall, at its option, either: (a) transfer such Dedicated Equipment to any person designated by CFFT, or (b) EPIX shall purchase such Dedicated Equipment from CFFT for an amount equal to the depreciated book value of such equipment at the time of such Equipment Request as reflected in EPIX financial statements. Dedicated Equipment shall be separately identified by EPIX, from time-to-time upon request of CFFT and upon termination of the Research Project. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes omissions.
Purchase of Dedicated Equipment. If, during the Term of this Agreement, ImmunoGen determines in good faith that it is necessary or advisable that any Dedicated Equipment be purchased in order to perform any of its obligations to manufacture Preclinical Materials, Clinical Materials and/or Products under Section 4.1 of this Agreement, then ImmunoGen shall request that Aventis purchase such equipment by providing Aventis with written notice of such determination, along with the estimated price for such purchase and quality parameters for the Dedicated Equipment, for Aventis’ approval. If Aventis approves the purchase of such Dedicated Equipment, then Aventis shall purchase such equipment and have such equipment delivered to an ImmunoGen Facility, as directed by the Joint Development Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Purchase of Dedicated Equipment. (a) If, during the Term of this Agreement, ImmunoGen determines in good faith that it is necessary or advisable to purchase Dedicated Equipment in order to perform any of its obligations to manufacture Preclinical Materials and Clinical Materials under Sections 4.2 or 4.3 of this Agreement, then ImmunoGen shall provide Biogen Idec with written notice of such determination, along with the estimated price for such purchase and quality parameters for the Dedicated Equipment, for Biogen Idec’s written approval of such purchase and the price and features of such Dedicated Equipment. Promptly after the consummation of such purchase, ImmunoGen shall provide Biogen Idec with a copy of the invoice or invoices reflecting such purchase, and, provided that Biogen Idec has provided ImmunoGen with prior written approval of the purchase, Biogen Idec shall reimburse ImmunoGen for the purchase of all such approved equipment hereunder within thirty (30) days of its receipt of such invoice from ImmunoGen; provided, however, that no costs reimbursed by Biogen Idec hereunder (or depreciation of such purchased equipment or instruments) shall be included within the calculation of any Costs under this Agreement.
Purchase of Dedicated Equipment. BTG will procure the Equipment for Metamorefix, for delivery to BTG’s premises, and shall use the same solely for carrying out the Services. Metamorefix shall issue purchase orders to BTG in respect of the Equipment and shall pay it the prices set out in the Proposal, as per the payment terms set out therein. Following receipt by BTG of payment for the Equipment in full, ownership of the Equipment shall vest in Metamorefix. For as long as the Equipment is at BTG’s premises, BTG shall insure the Equipment for the benefit of Metamorefix, at its own expense. The Equipment shall be clearly marked as owned by Metamorefix and free of any lien or other rights.
Purchase of Dedicated Equipment. If, during the Term of this Agreement, ImmunoGen determines in good faith that it is necessary or advisable that any Dedicated Equipment be purchased in order to perform any of its obligations to manufacture Preclinical Materials, Clinical Materials and/or Products under Section 4.1 of this Agreement, then ImmunoGen shall request that Aventis purchase such equipment by providing Aventis with written notice of such determination, along with the estimated price for such purchase and quality parameters for the Dedicated Equipment, for Aventis’ approval. If Aventis approves the purchase of such Dedicated Equipment, then Aventis shall purchase such equipment and have such equipment delivered to an ImmunoGen Facility, as directed by the Joint Development Committee. In no event shall the Joint Development Committee require ImmunoGen to purchase Dedicated Equipment with ImmunoGen’s own funds. At any time, Aventis shall have the right to require that ImmunoGen, at Aventis’ sole cost and expense, transfer any Dedicated Equipment to an Aventis facility as directed by Aventis. If Aventis does not approve the purchase of any Dedicated Equipment, the Parties shall modify any obligations of ImmunoGen as appropriate to exclude obligations that would require such Dedicated Equipment.
