Supply Obligations. During the Term Auxilium is entitled to and shall be responsible for arranging, including, but not limited to, through the Back-Up Suppliers, for the supply of all Product for use by Auxilium in Clinical Trials. After the Effective Date, Auxilium shall purchase or Manufacture, at its own cost and expense, sufficient quantities of the Product to conduct all of its requisite Clinical Trials from the Back-Up Suppliers.
Supply Obligations. 3.1. HOKU shall deliver each Year pursuant to this Agreement starting on the First Shipment Date at least the Minimum Annual Quantity of Product in approximately equal monthly shipments pursuant to Section 4.1 below; provided however, that if HOKU fails to deliver a monthly shipment, then HOKU may deliver any deficiency within thirty (30) days without breaching this section or incurring any purchase price adjustment (pursuant to Section 3.3 below). At any time during the term of this Agreement, HOKU may ship to SOLARFUN up to the full cumulative balance of Minimum Annual Quantity of Product to be shipped through the end of this Contract (an "EXCESS SHIPMENT") with SOLARFUN's written consent. This shipment will be credited against each subsequent Minimum Annual Quantity of Product. For example, if the Minimum Annual Quantity of Product for a given Year is 750 metric tons, and if HOKU delivers 750 metric tons in January, then the next shipment of 750 metric tons is not required until the following Year.
Supply Obligations. Under the auspices of, and subject to review and approval by, the JMC, and except as mutually agreed by ERS and the Company, the Parties shall have the following responsibilities relating to the manufacture and supply of API and Finished Products:
Supply Obligations. SBS shall supply Voyager with, and Voyager shall purchase from SBS, (a) all of Voyager’s clinical requirements of the Product and placebos necessary in connection with Clinical Trials and (b) all of Voyager’s commercial requirements of the Product; provided that SBS shall not be required to supply a number of units of Product in any calendar quarter that exceeds the reasonable maximum quarterly manufacturing capacity of SBS’s manufacturing facility in Birmingham, Alabama on the date of this Agreement unless SBS otherwise agrees. These supply and purchase obligations shall continue until the earlier to occur of (i) the effective date of SBS’s election to discontinue supply of Voyager’s commercial requirements of Product, which effective date shall be specified in a written notice delivered by SBS to Voyager not less than [**] prior to such effective date; provided that in no event may SBS elect to terminate its supply obligations prior to the second anniversary of the First Commercial Sale of the Product in the Territory, (ii) the termination of this Agreement and (iii) the termination of these supply and purchase obligations with respect to the Product in accordance with Sections 2.5, 3.8, 4.5 and 5.6. SBS may, in its sole discretion, subcontract with a qualified contract manufacturer in order to fulfill SBS’s supply obligations to Voyager hereunder; provided that in no event shall any such subcontract release SBS from any of its obligations under this Agreement, including its obligation to deliver Product that complies with the warranty set forth in Section 5.4.
Supply Obligations. BIT shall be required to supply the Committed Purchase Volume as forecasted by Client under this Section 4 in any calendar quarter up to [***] percent more (+[***]%) of the quantity forecasted for the quarterly period. If Client’s orders in any calendar quarter exceed [***] percent (+[***]%) of the quantity forecasted for the quarterly period, BIT shall use good faith efforts to supply such excess.
Supply Obligations. Upon Denali’s request, to the extent that Takeda is the Manufacturing Lead for the Terminated Program prior to the termination of this Agreement, Takeda shall either (a) assign to Denali Takeda’s agreement(s) with its Third Party Provider for the Terminated Biologics, Terminated Products and placebo, or alternatively, use reasonable efforts to facilitate Denali’s entering into a direct supply agreement with such Third Party Provider of the Terminated Biologics, Terminated Products and placebo on comparable terms to those between Takeda and such Third Party Provider (in each case assuming Takeda is then obtaining supply of Terminated Biologics, Terminated Products or placebo from a Third Party Provider) and (b) except to the extent the applicable termination was made in accordance with Section 14.6 (Termination for a Material Safety Event), to the extent Takeda or its Affiliate is producing its own supply of the Terminated Product, Terminated Biologic or placebo, use Commercially Reasonable Efforts to [***], until the date on which Denali notifies Takeda in writing that Denali has secured an alternative manufacturer for the Terminated Biologics and/or Terminated Products, but in no event more for than [***] after the effective date of any expiration or termination of this Agreement. In the case of (b), Denali shall pay to Takeda a transfer price for the materials supplied equal to [***] for Terminated Products delivered within the first [***] after the effective date of termination, and, as the case may be, [***] for Terminated Products delivered thereafter; provided, however, in the event the applicable termination was made for Denali’s breach or insolvency, the transfer price for materials supplied shall equal [***] beginning on the effective date of the termination. Confidential 102 *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.
Supply Obligations. Patheon shall manufacture and supply to Santarus, and Santarus agrees to purchase from Patheon, such quantities of Finished Product specified by Santarus in accordance with this Agreement at the Price. *** *** ***
Supply Obligations. 3.1. HOKU shall deliver each Year pursuant to this Agreement starting on the First Shipment Date at least the Minimum Annual Quantity of Product in approximately equal monthly shipments pursuant to Section 4.1 below; provided however, that if HOKU fails to deliver a monthly shipment, then HOKU may deliver any deficiency within [*] days without breaching this section or incurring any purchase price adjustment (pursuant to Section 3.3 below). The foregoing [*] day grace period shall not apply to the first shipment that is scheduled for March 31, 2010. Only shipments in excess of each scheduled monthly shipment pursuant to the Shipment Schedule (as defined in Section 4.1 below) will be considered as making up a quantity deficiency as stated above. Notwithstanding the preceding sentence, HOKU shall promptly inform TIANWEI of any occurrence which will, or may be expected to, result in material delay of the shipment date or quantity of any scheduled monthly shipment set forth in the Shipment Schedule, or any other material deviations from the Shipment Schedule. HOKU shall use all commercially reasonable efforts to make complete delivery of Products scheduled for monthly shipment pursuant to the Shipment Schedule or, if later, as soon as commercially practicable. In the event that HOKU fails to deliver Products in accordance with the Shipment Schedule, TIANWEI may cause HOKU at HOKU’s own shipping responsibility, cost and expense to deliver Products to the locations designated by TIANWEI by rail or ocean cargo vessel. At any time during the term of this Agreement, HOKU may ship to TIANWEI up to the full cumulative balance of Minimum Annual Quantity of Product to be shipped through the end of this Contract (an “
Supply Obligations. The Parties acknowledge that ensuring continuity of supply is a key commercial consideration for TT. Accordingly, the Supplier shall accept all orders placed by TT during the Term (for items within its product range, items previously supplied to TT or items agreed with TT), subject only to any proven tooling capacity constraints which may prevent the Supplier from meeting orders placed.
Supply Obligations. Subject to the terms and conditions of this Agreement, UCB (or its designee) shall supply, in a timely manner in quantities and timing as agreed by the JDT to satisfy the Development activities set forth in the Development Plan in the manner set forth in the Development Responsibility Matrix, with required quantities of the Product in final packaged form, and Comparator Drugs and Placebo, to be used in a Phase 3 Study, and any Post-Approval Study in the Development Indication. UCB represents and warrants that: (a) all Product and Product Placebo shall have been manufactured in accordance with Applicable Law, including GMP; and (b) any Product and Product Placebo supplied to an Investigator or Institution will, at the time of delivery to such Investigator or Institution, conform to the applicable specifications for the Product or Product Placebo, as applicable, in effect at the date of delivery and shall not be adulterated or misbranded within the meaning of the PHSA ((a) and (b) collectively, the “Product Warranty”). Dermira shall, in accordance with Section 10.13, pay the costs and expenses for the supply of Product and Comparator Drugs and Placebo, which shall be UCB’s Cost of Goods for the Product and Comparator Drugs and Placebo for activities undertaken by or on behalf of Dermira under the Development Plan (and including those activities undertaken by or on behalf of Dermira in relation to any Post-Approval Studies in the Development Indication to the extent and in the same ratio Dermira is responsible for the Development Costs for such Post-Approval Studies as set forth in Section 5.4) all in relation to the Development of the Product in the Development Indication in the Development Territory. Dermira shall be solely responsible for ensuring that all Investigators engaged by Dermira under the Development Plan meet all applicable requirements of 21 C.F.R. Part 312, including the record-keeping requirements specified in Section 5.12(b). UCB acknowledges that Institutions may require Dermira to include in Clinical Site Agreements representations and warranties regarding Product and/or Product Placebo supplied to Institutions or Investigators for use in a Phase 3 Study, or any Post-Approval Study in the Development Indication, and will require Dermira to include in such Clinical Site Agreements standard indemnities regarding the Product and/or Product Placebo. UCB further acknowledges and agrees that: (A) Dermira will be entitled to, and will, rely exclu...
