Supply of Product Salix shall use reasonable efforts to supply the Product during the Co-Promotion Period in sufficient quantities to satisfy the levels of Product sales forecasted in the then current Marketing Plan. Salix shall maintain reasonable inventory levels of the Product in order to ensure their ability to fulfill this obligation. Salix shall have the sole responsibility and right to fill orders with respect to the Product. Altana shall not solicit orders for the Product but, if for any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product shall be subject to acceptance by Salix, in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product at any time after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of the sale of the Product, including (a) the price at which the Product will be sold, (b) whether the Product will be subject to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Product, and (f) whether credit [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. is to be granted or refused in connection with any sale of Product. In the event that Salix fails to supply the Product as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet and attempt to negotiate a mutually agreeable and commercially reasonable solution. If the Parties cannot reach such an agreement within a reasonable period of time, the issue will be dealt with as contemplated under Section 4.4 of this Agreement.
Manufacturing and Supply Genentech shall be responsible for manufacturing and supplying Licensed Products for clinical use and commercial sale in the Genentech Field.
Supply Agreement Purchaser shall have executed and delivered to Seller the Supply Agreement.
Forecasts and Purchase Orders 7.1 SAGENT has supplied WORLDGEN with an initial non-binding forecast showing SAGENT’s estimated monthly requirements for Product for the twelve-month (12-months) period commencing on the anticipated Commercial Launch Date. Promptly following the Commercial Launch Date and thereafter on the first day of the first month during each calendar quarter during the term hereof, SAGENT shall deliver to WORLDGEN an updated forecast for the twelve-month (12-month) period commencing on the first day of the immediately following calendar quarter for Product. It is understood that SAGENT before signing a supply agreement with a group purchasing organization will check with WORLDGEN as to the capacity of DOBFAR to produce such quantities in the time frame required. In addition, SAGENT shall notify WORLDGEN in writing as soon as practicable after it enters into any written agreement with a group purchasing organization with respect to the sale of the Product in the Territory. SAGENT shall place purchase orders for at least the quantity of such Product specified in the first three (3) months of each forecast and the remaining nine (9) months shall be a good faith estimate; provided, however, that with respect to forecasts given by SAGENT to WORLDGEN prior to the Approval Date SAGENT will have no firm obligation to purchase Product prior to the Launch Date. Notwithstanding anything in this Agreement to the contrary, DOBFAR shall guarantee manufacturing capacity and the ability to supply SAGENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission [***] of SAGENT’s annual forecasted quantity, and provided that SAGENT has complied with all provisions of this Section 7.1, in the event DOBFAR fails to supply such quantities, and SAGENT is required to pay inability payments to any customer of SAGENT’s, then DOBFAR shall reimburse SAGENT for all such inability payments. In the event that SAGENT’s requests for quantities of Product exceed the quantities provided for in the forecasts that have been submitted, DOBFAR shall use reasonable commercial efforts to supply such an increase in quantity.
Manufacture of Products All Products marketed through Grantor's Web ------------------------- Site shall be manufactured, packaged, prepared, and shipped in accordance with the specifications and requirements described on Exhibit A hereto as it may be modified from time to time. Quality control standards relating to the Product's weight, color, consistency, micro-biological content, labeling and packaging are also set forth on Exhibit A. In the event that Exhibit A is incomplete, Products shall be manufactured and shipped in accordance with industry standards.