Supply Agreements. For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.
Supply Agreements. The Parties will (a) negotiate in [***], not later than [***] after the Effective Date, and thereafter use [***] enter into a clinical supply agreement for supply of the Product to be used in Licensee’s Development activities in the Territory, and (b) negotiate in [***], not later than [***] in the Territory for the Product, and thereafter use [***] to promptly enter into a commercial supply agreement for supply of the Product to be used in Licensee’s Commercialization activities in the Territory, in each case incorporating the terms detailed on Exhibit D (such Agreements, collectively the “Supply Agreements”). MTI shall supply all clinical and nonclinical materials and commercial requirements of the MTI Formulations (including Compound) to Licensee during the Term of this Agreement in accordance with the Supply Agreement.
Supply Agreements. Upon request by RPRP or Introgen, the parties shall enter into a supply agreement on reasonable and customary terms with respect to the supply arrangements contemplated in Sections 12.2 and 12.3 above.
Supply Agreements. If, in a given country or region, the Development Lead or the Commercial Lead are a different Party than the Manufacturing Lead for clinical supply of Phase III Trials or Commercialization use, then, upon either Party’s request, the Parties shall enter into separate supply and associated quality agreements (each, a “Supply and Quality Agreement”) covering the terms of supply to the Non-Manufacturing Lead for such Development or Commercialization activities. The Supply and Quality Agreement will contain terms and conditions that are reasonable and customary for agreements of such nature, including a right of the Non-Manufacturing Lead to include its Manufacturing Costs as Development Costs or Allowable Expenses, as applicable. If the Parties are unable to reach agreement on such provisions within [***] days of a request by either Party to enter into a Supply and Quality Agreement (which [***]-day period may be extended upon the mutual agreement of the Parties), upon request by either Party, the same shall be determined pursuant to Section 16.6.4. The terms of any such Supply and Quality Agreement, including the Manufacturing Lead’s rights and the Non-Manufacturing Lead’s obligations under such Supply and Quality Agreement, shall be consistent with rights of the Manufacturing Lead under the applicable CMO Supply Agreements. To the extent there is any conflict between the terms and conditions of such Supply and Quality Agreements and this Agreement with respect to the matters expressly covered by such Supply and Quality Agreements, then such Supply and Quality Agreements shall control.
Supply Agreements. At the Closing, the Company will enter into (a) a supply agreement with Flotek Chemistry, LLC in the form attached hereto as Exhibit B (the “Terpene Supply Agreement”) and (b) a supply agreement with Flotek Chemistry, LLC in form attached hereto as Exhibit C (the “Citrusburst Supply Agreement”).
Supply Agreements. 5.3.2.1. In the event that a Party (the “Manufacturing Party”) is supplying the CoDev Product to the other Party (the “Supplied Party”) in accordance with the principles set forth in Section 5.3.1, then the Parties shall enter into a Supply Agreement as set forth in this Section 5.3.2.
(a) If the Manufacturing Party is Manufacturing the CoDev Product in-house, then within [***] days of a written request of the Supplied Party, the Parties will negotiate in good faith and enter into a supply agreement (and any other necessary ancillary agreements including a quality technical agreement) for Development or Commercialization supply of such CoDev Product (each, a “Party Supply Agreement”) which will be on commercially reasonable terms customary for parties similarly situated and shall include key performance indicators (including criteria regarding manufacturing capacity, quantity, timeliness of delivery, quality and cost that are consistent with prevailing industry standards for Third Party contract manufacturing agreements) as well as appropriate liabilities for failure to supply agreed quantities of such CoDev Product. Any CoDev Product supplied for clinical purposes prior to commercial scale Manufacturing or on a commercial scale under a Party Supply Agreement, will be supplied at a price no greater than a CoDev Product’s [***] and will be included in Shared Costs pursuant to Section 1.234, except for supply for any Unsponsored Work, which shall be fully paid by the Proposing Party.
(b) If the Manufacturing Party is Manufacturing the CoDev Product through a Third Party CMO, then at the request and option of the Supplied Party, the Supplied Party shall enter into an agreement directly with the Third Party CMO or with the Manufacturing Party to govern the terms and conditions of the supply of such CoDev Product (each such agreement, a (“CMO Supply Agreement”). In the event of a CMO Supply Agreement directly with the Third Party CMO, the Parties will use good faith efforts to coordinate the activities under this Section 5.3.2.1(b) and to take advantage of any volume discounts or economies of scale. Each Party agrees that, in its CMO Supply Agreement with a Third Party CMO, such Party shall not include any limitations on such Third Party CMO’s ability to supply the other Party with such CoDev Product, and upon the request of the other Party, such Party shall facilitate initial business discussions between the other Party and such Third Party CMO. Any CMO Supply...
Supply Agreements. As soon as practicable after the Effective Date, but in any event in advance of the commencement of any clinical studies of the Product by Licensee, the Parties shall agree upon and enter into one or more supply agreement(s) for the clinical supply by Licensor of the Product, as requested by Licensee, for use in Development activities in or for the Territory. Sufficiently in advance of the First Commercial Sale of the first Product in the Territory, the Parties shall agree upon one or more supply agreement(s) for the commercial supply by Licensor of such Product for use in Commercialization activities in the Territory (each a “Supply Agreement”).
Supply Agreements. Commencing at such time that Non-GLP Toxicology Studies are commenced by or on behalf of Merck with respect to a Licensed Product, Merck and Mersana will commence negotiations in good faith to enter into a commercially reasonable supply agreement pursuant to which (a) Mersana will Manufacture and supply to Merck such Licensed Product in order for Merck to conduct GLP Toxicology Studies, if conducted by or on behalf of Merck (other than by Mersana) pursuant to the applicable Research Plan, and Phase I Clinical Trials, for such Licensed Product, and (b) Merck will Manufacture and supply to Mersana the Merck Antibodies and, as applicable, Merck Cytotoxic Compounds, necessary in order for Mersana to perform its obligations under clause (a) of this Section 4.3.2 (each such agreement, a “Supply Agreement”). Under each such Supply Agreement, (i) Mersana will supply the applicable Licensed Product to Merck at [***], and (ii) Merck will supply such Merck Antibody and, as applicable, such Merck Cytotoxic Compound, to Mersana for use in Manufacturing such Licensed Product [***].
Supply Agreements. After the Effective Date, and prior to the Initiation of the first Phase 3 Clinical Trial, if requested by Lumena, the Parties shall use good faith efforts to negotiate and enter into a separate written agreement under which, prior to Lumena’s exercise of the Compound Manufacturing Option, Lumena shall purchase Additional New Materials exclusively from Sanofi, and Sanofi shall manufacture Additional New Materials, perform CMC Activities with respect to Additional New Materials, and supply Additional New Materials exclusively to Lumena, for use by Lumena in Developing Licensed Products in accordance with this Agreement (the “Pre-Commercial Supply Agreement”). In addition and provided that the Parties entered into a Pre-Commercial Supply Agreement, then prior to [...***...], if requested by Lumena, the Parties shall use good faith efforts to negotiate and enter into a separate written agreement under which Lumena shall purchase Additional New Materials from Sanofi and Sanofi shall supply Compounds exclusively to Lumena for use by Lumena in Commercializing Licensed Products in accordance with this Agreement (the “Commercial Supply Agreement”). The Pre-Commercial Supply Agreement and Commercial Supply Agreement may together be referred to as the “Supply Agreements”). The Supply Agreements shall contain terms consistent with the terms of this Agreement and shall include the terms set forth in Exhibit 5.2 as well as other terms customary for supply agreements of similar object and scope. In the event of any inconsistency between the terms of the Supply Agreements and the terms of this Agreement, the terms of this Agreement shall prevail unless otherwise expressly provided in the Supply Agreements with respect to matters related to manufacture and supply of Compounds or performance of CMC Activities.
Supply Agreements. Between the date of this Agreement and the Closing Date, the parties hereto agree to negotiate and finalize one or more Supply Agreements (the "Supply Agreements"), pursuant to which Sellers and certain their Affiliates will agree to continue to supply or purchase, as the case may be, goods and services relating to the Acquired Business on terms and conditions consistent with the terms and conditions existing on the date of this Agreement and with pricing consistent with those reflected in the Financial Statements. The parties agree that one such Supply Agreement will provide for the continued supply of laminations and other components from an Affiliate of Seller to the Acquired Business and Purchaser (the "Paris Supply Agreement"). The parties agree that the Paris Supply Agreement will contain terms consistent with the following: a two-year term; with quantities to be supplied consistent with the quantities supplied during the twelve-month period prior to the Closing Date, unless otherwise agreed; prices on current products of Purchaser (or its Affiliates) and current products of, and products currently being tooled for, the Acquired Business will be at the lower of current pricing or Seller's cost, plus adjustments to reflect changes in steel prices; pricing of other products will determined according to arms-length negotiations.
