PURCHASER MATERIALS Sample Clauses
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PURCHASER MATERIALS. The Supplier acknowledges that all materials, equipment and tools, drawings, specifications, and data supplied by the Purchaser, and any designs, drawings, materials or data produced by the Supplier for the Purchaser under any Order, and all rights in them including intellectual property rights, are and shall remain the exclusive property of the Purchaser.
PURCHASER MATERIALS. 8.1 The Purchaser shall supply the Purchaser Materials to GSK at the designated Manufacturing Site in respect of Commercial Product in a timely manner [***] on a [***].
8.2 GSK will not (and will procure that the Nominated Manufacturer does not) use the Purchaser Materials for any purpose other than the Manufacture of Commercial Products for the Purchaser under this Agreement (including for testing, quality and compliance purposes).
8.3 GSK shall not be liable for any failure to meet, or for any delay in meeting, any Firm Order for Commercial Products if such failure is as a result of any failure by the Purchaser to supply, or delay by the Purchaser in supplying, in a timely manner sufficient quantities of Purchaser Materials that comply with all applicable requirements of Applicable Law, cGMP and the applicable Specifications and have sufficient unexpired shelf life to enable such Purchaser Materials to be the Manufacture of Products in accordance with the schedule of Deliveries of any Commercial Products contemplated by the Forecast Schedule; except in the event that such failure is due to the failure of GSK to supply Commercial API in a timely manner or that meets cGMP (taking due account of the applicable Lead Time for such Commercial API). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
8.4 Each quantity of Purchaser Materials will be accompanied by Certificate of Analysis relating to such Purchaser Materials, which, to the extent required by Applicable Law in the relevant jurisdiction, shall be signed by the Purchaser’s Qualified Person in respect of Commercial API.
8.5 The Purchaser shall retain title to the Purchaser Materials at all times. From the time Purchaser Materials are delivered to GSK’s loading dock at the relevant Manufacturing Site to the time such Purchaser Materials are returned (or Product is delivered) to the Purchaser’s designated carrier at GSK’s loading dock, GSK shall bear the risk of loss of or damage to such Purchaser Materials arising from GSK’s [***] and shall be responsible for compensating the Purchaser for the lost or damaged Purchaser Materials (up to an amount not exceeding the Actual Cost of such Purchaser Materials to the Purchaser). At all other times and in all other circumstances, the Purchaser...
PURCHASER MATERIALS. Any technical, financial, or other information of Purchaser, and any other information, property, trade secrets, materials, documentation, or data of Purchaser and/or any affiliate, subsidiary, or parent of Purchaser (each, a “Purchaser Affiliate”), and any employee or contactor of Purchaser or any Purchaser Affiliate that is received by Company in the course of providing Deliverables hereunder is referred to herein as “Purchaser Materials”. Company shall hold in confidence and not disclose the Purchaser Materials, and Company shall not use the Purchaser Materials for any purpose except solely as needed to provide the Deliverables. Company shall not access or attempt to access any Purchaser Materials that are not provided by Purchaser for the purposes of providing the Deliverables hereunder. Company shall return (or, to the extent expressly instructed by Purchaser, destroy) all Purchaser Materials at the earlier to occur of Purchaser’s request or the termination or expiration of this Agreement. All Purchaser Materials are the Confidential Information of Purchaser and shall remain the sole and exclusive property of Purchaser. Company shall be responsible for any and all risk of loss and damage to Purchaser Materials that are provided to Company in connection with this Agreement. The obligations set forth in this Section 13 hereunder shall survive for a period of five (5) years following the last date on which Company provides any Deliverables hereunder.
PURCHASER MATERIALS materials, equipment and tools, drawings, specifications and data supplied by the PURCHASER to the SELLER.