Common use of Reliance by Patheon Clause in Contracts

Reliance by Patheon. The Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to Sections 5.2(a) and (b) in ordering the Components required to meet such Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costs, it may be desirable for Patheon to purchase such Components in sufficient volumes to meet the production requirements for Drug Product during part or all of the forecasted periods referred to in Section 5.2(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production requirements for Drug Product for the first six months contemplated in the most recent forecast provided by the Client pursuant to Section 5.2(a), and agrees that Patheon may make such other purchases of Components to meet production requirements during such longer periods as may be agreed to in writing from time to time by the Client at the request of Patheon. If Components ordered by Patheon pursuant to Firm Orders or this Section 5.3 are not included in finished Drug Product purchased by the Client within six months after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree), the Client shall pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with the purchase and handling of such Components) and, in the event such Components are incorporated into Drug Product subsequently purchased by the Client or into third party products manufactured by Patheon and subsequently purchased by a third party, the Client will receive credit for any costs of such Components previously paid to Patheon by the Client.

Appears in 5 contracts

Samples: Manufacturing Services Agreement, Manufacturing Services Agreement (Reliant Pharmaceuticals, Inc.), Manufacturing Services Agreement (Reliant Pharmaceuticals, Inc.)

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Reliance by Patheon. The Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to Sections 5.2(a5.1(a) and (b) in ordering the Components required to meet such Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it may be desirable for Patheon to purchase such Components in sufficient volumes to meet the production requirements for Drug Product during part or all [ * ] of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed in writing to by Patheon and the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production requirements for Drug Product for the first six months [ * ] contemplated in the most recent forecast provided by the Client pursuant to Section 5.2(a), 5.1(a) and agrees that Patheon may make such other purchases of Components to meet production requirements during such longer periods as may be agreed to in writing from time to time by the Client at the request of PatheonPatheon or the Client. If Components ordered by Patheon pursuant to Firm Orders or under this Section 5.3 5.2 are not included in finished Drug Product purchased by the Client within six months [ * ] after the forecasted month date of the Firm Order in respect of which such purchases have been made (or such longer period as the parties may agree)) or if such Components have expired during such period, the Client shall pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with the purchase and handling of such Components) andthen [ * ]; provided, however, that in the event such Components are incorporated into Drug Product subsequently purchased by the Client or into third party products manufactured by Patheon and subsequently purchased by a third party, the Client will receive credit for any costs [ * ] of such Components previously paid [ * ]. Patheon shall provide Client, initially upon execution of this Agreement and thereafter on an annual basis, with a listing of all Components which Patheon anticipates purchasing pursuant to the terms of this Agreement in the form set out in Schedule J (the "Components Purchasing Summary"). Patheon will advise the Client in writing which Components have a limited shelf-life and which are subject to minimum order quantities specified by the Clientsupplier. [ * ] for the [ * ] Components [ * ] purchased by Patheon in accordance with the terms of this Agreement but not used to perform the Manufacturing Services prior to the expiry of the Component’s shelf life, so long as such Components have expiration dating of at least [ * ] from the date of purchase by Patheon. If Patheon is able to use such Components in activities other than the Manufacturing Services, Patheon will [ * ] the Client any [ * ] for such Components.

Appears in 3 contracts

Samples: Manufacturing Services and Supply Agreement, Manufacturing Services and Supply Agreement (Jazz Pharmaceuticals Inc), Manufacturing Services and Supply Agreement (Jazz Pharmaceuticals Inc)

Reliance by Patheon. The Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to Sections 5.2(aunder Subparagraphs 1(a) and (b1(b) above in ordering the Components (other than Client-Supplied Components) required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(aSubparagraph 1(a) above or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Services requirements for Drug Product Products for the first six [**] months contemplated in the most recent forecast provided given by the Client pursuant to Section 5.2(a), and agrees that under Subparagraph 1(a) above. Patheon may make such other purchases of Components to meet production Services requirements during such for longer periods as may be if agreed to in writing from time to time by the parties. The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. Unless caused by improper action or inaction of Patheon. If , if Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 Subparagraph (d) are not included in finished Drug Product purchased by the Products manufactured for Client within six [**] months after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period or have an insufficient remaining shelf life to use in the Product, the then Client shall will pay to Patheon its actual costs therefor (including all reasonable costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such ). But if these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any costs of such those Components previously paid to Patheon by Client. If Client fails to take possession or arrange for the destruction of Components within [**] months of purchase or, in the case of finished Product, within [**] months of manufacture (or [**] days from Parties’ release provided that Client’s batch review and release of Product shall have to be completed within [**] weeks of manufacture), Client will pay Patheon storage fees for storing the Components or finished Product as set forth in Schedule C, Section 4. Patheon may ship finished Product held by it longer than [**] months to the Client at Client’s expense on [**] days written notice to the Client.

Appears in 2 contracts

Samples: Manufacturing Services Agreement, Manufacturing Services Agreement (Aptevo Therapeutics Inc.)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six [...***...] months contemplated in the most recent forecast provided given by the Client pursuant to under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be if agreed to in writing from time to time by the parties. The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the Products manufactured for Client within six […***…] months after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such ). But if these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any costs of such those Components previously paid to Patheon by the Client.

Appears in 2 contracts

Samples: Product Agreement (Horizon Pharma, Inc.), Product Agreement (Horizon Pharma, Inc.)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), (b), and (bc) in ordering the Components required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product for the first six months contemplated in the most recent forecast provided given by the Client pursuant to under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be if agreed to in writing from time to time by the parties. The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client, which will be considered a Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the manufactured for Client within six months after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its costs therefor (including all reasonable costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such ). But if these Components are incorporated into Drug used in Product subsequently purchased by the manufactured for Client or into in third party products product manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any costs of such those Components previously paid to Patheon by the Client.

Appears in 2 contracts

Samples: Manufacturing Services Agreement (Acelrx Pharmaceuticals Inc), Manufacturing Services Agreement (Acelrx Pharmaceuticals Inc)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), (b), and (bc) in ordering the Components required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order (excluding those Components to be provided by Client as set forth herein) to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six [***] months contemplated in the most recent forecast provided given by the Client pursuant to under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be if agreed to in writing from time to time by the parties. The Client at will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered as part of the request of Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the Products manufactured for Client within six [***] months after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such ). But if these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any costs of such those Components previously paid to Patheon by the Client.

Appears in 2 contracts

Samples: Manufacturing Services Agreement (Santarus Inc), Manufacturing Services Agreement (Santarus Inc)

Reliance by Patheon. The Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to Sections 5.2(aSection 5.1(a) and (b) in ordering the Components required to meet such Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and and/or to achieve economies of scale in the costs, it may be desirable for Patheon to purchase such Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the first [**] of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production requirements for Drug Product Products for the first six months [**] contemplated in the most recent forecast provided by the Client pursuant to Section 5.2(a5.1(a), and agrees that Patheon may make such other purchases of Components to meet production requirements during such longer periods as may be agreed to in writing from time to time by the Client at the request of PatheonPatheon or the Client. Any requests made by Client for product launch quantities of Product not contemplated in forecasts or Firm Orders shall only be accepted by Patheon if made in writing by the Client for the purposes of ordering Components and thereafter shall be treated as a Firm Order. If Components ordered by Patheon pursuant to Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product Products purchased by the Client within six months [**] after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree)) or if such Components have expired during such period, then the Client shall pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with the purchase and plus an additional [**]% handling of such Components) andfee); provided, however, that in the event such unexpired Components are incorporated into Drug Product Products subsequently purchased by the Client or into third party products manufactured by Patheon and subsequently purchased by a third party, the Client will receive credit for any costs of such Components previously paid to Patheon by the Client.

Appears in 2 contracts

Samples: Manufacturing Services Agreement (Critical Therapeutics Inc), Manufacturing Services Agreement (Critical Therapeutics Inc)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), (b), and (bc) in ordering the Components required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted ***Confidential Treatment Requested periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six months […***…] contemplated in the most recent forecast provided given by the Client pursuant to under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be if agreed to in writing from time to time by the parties The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased Products manufactured for Client, or in any third party products manufactured by the Client within six months Patheon, […***…] after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such But if these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any costs of such those Components previously paid to Patheon by the Client.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Horizon Pharma PLC)

Reliance by Patheon. The Client understands and acknowledges that Patheon will rely on the first [***] months contemplated in the most recent forecast provided by the Client pursuant to Section 5.1(a) and the Firm Orders and rolling forecasts submitted pursuant to Sections 5.2(a) and (bSection 5.1(b) in ordering the Components *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. required to meet such Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it may be desirable for Patheon to purchase such Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production requirements for Drug Product Products for the first six [***] months contemplated in the most recent forecast provided by the Client pursuant to Section 5.2(a), 5.1(a) and agrees that Patheon may make such other purchases of Components to meet production requirements during such longer periods as may be agreed to in writing from time to time by the Client at the request of PatheonPatheon or the Client. The Client shall provide Patheon with its written authorization to order Components in respect of any launch quantities of Product requested by the Client, which upon acceptance by Patheon shall constitute a Firm Order. If Components ordered by Patheon pursuant to Firm Orders or this in order to satisfy the production requirements for Products for the first [***] months contemplated in the most recent forecast provided by the Client pursuant to Section 5.3 5.1(a) are not included in finished Drug Product Products purchased by the Client within six [***] months after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree), then Patheon shall promptly notify Client and the Client shall pay to Patheon its costs therefor [***]; provided, however, that (including i) the Client shall have the option but not the obligation to take title to and possession of all costs incurred or any portion of such Components by written notice to Patheon, in which case Patheon in connection shall cooperate with the purchase Client in the surrender, delivery and handling transfer of such ComponentsComponents as promptly as is commercially reasonable, with any shipping and related expenses to be borne by the Client, or (ii) and, in the event such Components are incorporated into Drug Product Products subsequently purchased by the Client or into third party products manufactured by Patheon and subsequently purchased by a third party, the Client will receive credit for any costs of such Components previously paid to Patheon by the Client. Patheon shall not be obligated to provide information regarding any Component which is subject to confidentiality obligations between Patheon and its supplier.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Somaxon Pharmaceuticals, Inc.)

Reliance by Patheon. The Client (a) Customer understands and acknowledges that Patheon will rely on the rolling forecasts and Firm Orders and rolling forecasts submitted pursuant to Sections 5.2(a5.1(a) and (b) in ordering or procuring the ordering the Components required to meet such Firm Orders. In addition, the Client Customer understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it may be desirable for Patheon to purchase such Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the ClientCustomer. Accordingly, the Client Customer authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products only for the first six months contemplated in binding section of the most recent forecast provided by the Client Customer pursuant to Section 5.2(a), 5.1(a) and agrees that Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such longer periods as may be agreed to in writing from time to time by the Client Customer at the request of PatheonPatheon or Customer. If Components ordered by Patheon pursuant to Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the Client within six months after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree)expired without utilization, the Client then Customer shall pay to Patheon its external costs therefor (including all costs incurred by Patheon in connection with the purchase and handling of such Components) andtherefor; provided, however, that in the event such Components are incorporated into Drug Product Products subsequently purchased by the Client manufactured for Customer or into third party products manufactured by Patheon and subsequently purchased by for a third party, the Client Customer will receive credit for any costs of such Components previously paid to Patheon by the ClientCustomer.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Gentium S.p.A.)

Reliance by Patheon. The Client MDCO understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to Sections 5.2(a5.1(a) and (b) in ordering the Components required to meet such Firm Orders. In addition, the Client MDCO understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it may be desirable for Patheon to purchase such Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the ClientMDCO. Accordingly, the Client MDCO authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six (6) months contemplated in the most recent forecast provided by the Client MDCO pursuant to Section 5.2(a), 5.1(a) and agrees that Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such longer periods as may be agreed to in writing from time to time by the Client MDCO at the request of PatheonPatheon or MDCO. If Components ordered by Patheon pursuant to Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the Client Products manufactured for MDCO within six twelve (12) months after the forecasted month in respect of which such purchases have been made (or such longer period as the parties Parties may agree)) or if such Components have expired during such period, the Client then MDCO shall pay to Patheon its costs therefor therefore (including all costs incurred by Patheon in connection with the purchase and handling of such Components) and); provided, however, that in the event such Components are incorporated into Drug Product Products subsequently purchased by the Client manufactured for MDCO or into third party products manufactured by Patheon and subsequently purchased by for a third party, the Client MDCO will receive credit for any costs of such Components previously paid to Patheon by the ClientMDCO.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Medicines Co /De)

Reliance by Patheon. The Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to Sections 5.2(a) and (bSection 5.1(b) in ordering the Components required to meet such Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costs, it may be desirable for Patheon to purchase such Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production requirements for Drug Product Products for the first six [ ** ] months contemplated in the most recent forecast provided by the Client pursuant to Section 5.2(a5.1(a), and agrees that Patheon may make such other purchases of Components to meet production requirements during such longer periods as may be agreed to in writing from time to time by the Client at the request of Patheon. If Components ordered by Patheon pursuant to Firm Orders or this Section 5.3 5.2 are not included in the finished Drug Product Products purchased by the Client within six months after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree), the Client shall pay to Patheon its the cost that portion of the Components not included in the finished Product plus the costs therefor (including of all costs expenses incurred by Patheon in connection with for the purchase and handling destruction of such Components) unused Components and, in the event such Components are incorporated into Drug the Product subsequently purchased by the Client or into third party products manufactured by Patheon and subsequently purchased by a third partyClient, the Client will receive credit for any costs of such Components previously paid to Patheon by the Client.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Axcan Intermediate Holdings Inc.)

Reliance by Patheon. The Client (a) Éclat understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to Sections 5.2(a5.1(a) and (b) in ordering or procuring the ordering the Components required to meet such Firm Orders. In addition, the Client Éclat understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it may be desirable for Patheon to purchase such Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the ClientÉclat. Accordingly, the Client Éclat authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six (6) months contemplated in the most recent forecast provided by the Client Éclat pursuant to Section 5.2(a), 5.1(a) and agrees that Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such longer periods as may be agreed to in writing from time to time by the Client Éclat at the request of PatheonPatheon or Éclat. If Components ordered by Patheon pursuant to Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the Client Products manufactured for Éclat within six (6) months after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree)) or if such Components have expired during such period, the Client then Éclat shall pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with the purchase and handling of such Components) and); provided, however, that in the event such Components are incorporated into Drug Product Products subsequently purchased by the Client manufactured for Éclat. or into third party products manufactured by Patheon and subsequently purchased by for a third party, the Client Éclat will receive credit for any costs of such Components previously paid to Patheon by the ClientÉclat.

Appears in 1 contract

Samples: Product Agreement (Avadel Pharmaceuticals PLC)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on use the Firm Orders and rolling forecasts Product Forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), (b), and (bc) in reasonably ordering the Components required to meet such the Firm OrdersOrders (recognizing that Product Forecasts other than Firm Orders are non-binding). In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient reasonable volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order quantities needed to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six […***…] months contemplated in the most recent forecast provided by the Client pursuant to Section 5.2(a), and agrees that Product Forecast. Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be only if agreed to in advance in writing from time to time by the parties. Client at will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. Patheon will use a […***…] method with regard to the request of PatheonComponents it uses to manufacture Products. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the Products manufactured for Client within six twelve (12) months after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such ). If these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will promptly, in Client’s discretion, either (i) receive credit for any costs of such those Components previously paid to Patheon by the Client, or (ii) receive a full refund from Patheon in an amount equal to costs of those Components previously paid to Patheon by Client.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Optimer Pharmaceuticals Inc)

Reliance by Patheon. The Client (a) PGx understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), (b), and (bc) in ordering the Components required to meet such the Firm Orders. In addition, the Client PGx understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the ClientPGx. Accordingly, the Client PGx authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six months contemplated in the most recent forecast provided given by the Client pursuant to PGx under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be if agreed to in writing from time to time by the Client at the request parties. PGx will give Patheon written authorization to order Components for any launch quantities of Product requested by PGx which will be considered a Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the Client Products manufactured for PGx within six months after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the Client shall then PGx will pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such ). But if these Components are incorporated into Drug Product used in Products subsequently purchased by the Client manufactured for PGx or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client PGx will receive credit for any costs of such those Components previously paid to Patheon by the ClientPGx.

Appears in 1 contract

Samples: Commercial Manufacturing Services Agreement (Clinical Data Inc)

Reliance by Patheon. The Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to Sections 5.2(aSection 5.1(a) and (b) in ordering the Components required to meet such Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and and/or to achieve economies of scale in the costs, it may be desirable for Patheon to purchase such Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the first [**] of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production requirements for Drug Product Products for the first six months [**] contemplated in the most recent forecast provided by the Client pursuant to Section 5.2(a5.1(a), and agrees that Patheon may make such other purchases of Components to meet production requirements during such longer periods as may be agreed to in writing from time to time by the Client at the request of PatheonPatheon or the Client. Any requests made by Client for product launch quantities of Product not contemplated in forecasts or Firm Orders shall only be accepted by Patheon if made in writing by the Client for the purposes of ordering Components and thereafter shall be treated as a Firm Order. If Components ordered by Patheon pursuant to Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product Products purchased by the Client within six months [**] after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree)) or if such Components have expired during such period, then the Client shall pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with the purchase and plus an additional [**]% handling of such Components) andfee); provided, however, that in the event such unexpired Components are incorporated into Drug Product Products -13- <PAGE> subsequently purchased by the Client or into third party products manufactured by Patheon and subsequently purchased by a third party, the Client will receive credit for any costs of such Components previously paid to Patheon by the Client.. -14- <PAGE> 5.3

Appears in 1 contract

Samples: Manufacturing Services Agreement

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Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), (b), and (bc) in ordering the Components required to meet such the Firm Orders. In additionAccordingly, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costs, it may be desirable for Patheon to purchase such Components in sufficient volumes to meet the production requirements for Drug Product during part or all commencing upon Patheon’s receipt of the forecasted periods referred Commercial Supply Notice from Client pursuant to in Section 5.2(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly5.1(b), the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six months [***] contemplated in the most recent forecast provided given by the Client pursuant to under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be if agreed to in writing from time to time by the parties. The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the Products manufactured for Client within six months after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with the purchase and handling of such Components) and, in the event such [***]. But if these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any costs of such those Components previously paid to Patheon by Client. [***Confidential Treatment requested pursuant to a request for confidential treatment filed with the ClientSecurities and Exchange Commission. Omitted portions have been separately filed with the Commission.]

Appears in 1 contract

Samples: Manufacturing Services Agreement (Acura Pharmaceuticals, Inc)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six [***] months contemplated in the most recent forecast provided given by the Client pursuant to under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for Master Manufacturing Services Agreement longer periods as may be if agreed to in writing from time to time by the parties. The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the Products manufactured for Client within six [***] months after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such ). But if these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any costs of such those Components previously paid to Patheon by the Client.

Appears in 1 contract

Samples: Product Agreement (Horizon Therapeutics Public LTD Co)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), (b), and (bc) in ordering the Components required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six months [*****] contemplated in the most recent forecast provided given by the Client pursuant to under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be if agreed to in writing from time to time by the parties. The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased Products manufactured for Client, or in any third party products manufactured by the Client within six months Patheon, [*****] after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such ). But if these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any costs of such those Components previously paid to Patheon by the Client.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Raptor Pharmaceutical Corp)

Reliance by Patheon. The Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to Sections 5.2(a5.1(a) and (b) in ordering the Components required to meet such Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and and/or to achieve economies of scale in the costs, it may be desirable necessary for Patheon to purchase such Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to in writing by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing requirements for Drug Product Products for the first six months **** contemplated in the most recent forecast provided by the Client pursuant to Section 5.2(a), 5.1(a) and agrees that Patheon may make such other purchases of Components to meet production Manufacturing requirements during such longer periods as may be agreed to in writing from time to time by the Client at the request of PatheonPatheon or the Client. If Components of the Product unique to the Client (e.g., packaging labels), ordered by Patheon pursuant to Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by Products manufactured for the Client within six months **** after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree)) or if such unique Components have expired during such period, then the Client shall pay to Patheon its costs therefor ****. Patheon shall be responsible for obtaining material safety data sheets (including “MSDS”) of all costs incurred Components purchased by Patheon in connection with pursuant to this Agreement. The MSDS will be used to establish conformance of the purchase Components to the Specifications and to advise Patheon as to any safety or special handling of such requirements related to the Components) and, in the event such Components are incorporated into Drug Product subsequently purchased by the Client or into third party products manufactured by Patheon and subsequently purchased by a third party, the Client will receive credit for any costs of such Components previously paid to Patheon by the Client.

Appears in 1 contract

Samples: Manufacturing Agreement (Vanda Pharmaceuticals Inc.)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the most recent rolling forecast and on Firm Orders and rolling forecasts submitted pursuant to Sections 5.2(a) and (b) in ordering the Components required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six months contemplated in the most recent forecast provided given by the Client pursuant to under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be if agreed to in writing from time to time by the parties. The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 are not included in finished Drug Product purchased by the Products manufactured for Client within six months after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its documented, direct out-of-pocket costs therefor therefore (including all costs incurred by Patheon in connection with for the purchase and handling of the Components, such Componentshandling costs not to exceed 8%); provided, however, that (i) andthe Client will have the option but not the obligation to take title to and possession of all or any portion of such Components by written notice to Patheon, in which case Patheon will cooperate with the event Client in the surrender, delivery and transfer of such Components are incorporated into Drug Product subsequently purchased as promptly as is commercially reasonable, with any shipping and related expenses to be borne by the Client, or (ii) if these Components are used in Products subsequently manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any costs of such those Components previously paid to Patheon by the ClientClient and/or such third parties.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Orexigen Therapeutics, Inc.)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), (b), and (bc) in ordering the Components required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted ***Confidential Treatment Requested Standard Form (PPI, April 2, 2010) periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six months […***…] contemplated in the most recent forecast provided given by the Client pursuant to under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be if agreed to in writing from time to time by the parties The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased Products manufactured for Client, or in any third party products manufactured by the Client within six months Patheon, […***…] after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such But if these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any costs of such those Components previously paid to Patheon by the Client.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Horizon Pharma PLC)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), (b), and (bc) in ordering the Components required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six months contemplated in the most recent forecast provided given by the Client pursuant to under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be If agreed to in writing from time to time by the parties. The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Xxxx Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the Products manufactured for Client within six (6) months after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such ). But if these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any costs of such those Components previously paid to Patheon by the Client.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Egalet Corp)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts Product Forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), (b), and (bc) in ordering the Components required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six [*] months contemplated in the most recent forecast provided by the Client pursuant to Section 5.2(a), and agrees that Product Forecast. Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be if agreed to in writing from time to time by the parties. The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the Products manufactured for Client within six [*] months after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its reasonable, documented costs therefor (including all reasonable, documented costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such ). But if these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any reasonable, documented costs of such those Components previously paid to Patheon by the Client.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Chelsea Therapeutics International, Ltd.)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), (b), and (bc) in ordering the Components required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six months *** contemplated in the most recent forecast provided given by the Client pursuant to under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be if agreed to in writing from time to time by the parties. The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased by the Products manufactured for Client within six months *** after the forecasted month in respect of *** for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the Client shall pay then *** to Patheon its costs therefor *** (including all costs incurred *** by Patheon in connection with *** of the purchase and handling of such Components) and, in the event such *** including a ***). But if these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client *** will receive credit *** for any costs *** of such Components previously paid *** to Patheon by the Client***.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Pozen Inc /Nc)

Reliance by Patheon. The (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted pursuant to under Sections 5.2(a) 5.1(a), (b), and (bc) in ordering the Components required to meet such the Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costsComponents, it Patheon may be desirable for Patheon want to purchase such the Components in sufficient volumes to meet the production requirements for Drug Product Products during part or all of the forecasted [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED Standard Form (PPI, April 2, 2010) periods referred to in Section 5.2(a5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and the Client. Accordingly, the Client authorizes Patheon to purchase Components in order to satisfy the production Manufacturing Services requirements for Drug Product Products for the first six months [***] contemplated in the most recent forecast provided given by the Client pursuant to under Section 5.2(a5.1(a), and agrees that . Patheon may make such other purchases of Components to meet production Manufacturing Services requirements during such for longer periods as may be if agreed to in writing from time to time by the parties The Client at the request will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. If Components ordered by Patheon pursuant to under Firm Orders or this Section 5.3 5.2 are not included in finished Drug Product purchased Products manufactured for Client, or in any third party products manufactured by the Client within six months Patheon, [***] after the forecasted month in respect of for which such the purchases have been made (or such for a longer period as the parties may agree)) or if the Components have expired during the period, the then Client shall will pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with for the purchase and handling of such the Components) and, in the event such But if these Components are incorporated into Drug Product used in Products subsequently purchased by the manufactured for Client or into in third party products manufactured by Patheon and subsequently purchased by a third partyPatheon, the Client will receive credit for any costs of such those Components previously paid to Patheon by the Client.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Horizon Therapeutics Public LTD Co)

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