Item 1.01. Entry into a Material Definitive Agreement.
On
Under the Supply Agreement, Company has agreed to purchase from Bachem a significant portion of its requirements for the drug substance during the term of the agreement, and to purchase all of its requirements for drug substance for commercial sale, subject to certain exceptions, for a period after the effective date of the agreement.
Unless earlier terminated, the initial term of the Supply Agreement continues for five (5) years (the "Initial Term"). Thereafter, the Supply Agreement will automatically renew for an additional two (2) year term. At least twenty-four (24) months prior to the end of the Initial Term, Bachem will notify Company in writing if it is willing to continue to manufacture and supply the drug substance following the end of the Initial Term. For a period of twelve (12) months after receipt of such notice, Company has the right to negotiate pricing terms that would apply during the renewal term, which upon agreement will be finalized in an amendment to the Supply Agreement. Company may terminate the Supply Agreement in the event any required license, permit or certificate of Bachem related to the manufacturing facility or the drug substance is not approved or issued (or is withdrawn) by the relevant governmental authority. Additionally, each party may terminate the Supply Agreement upon an uncured material breach of the Supply Agreement by the other party or upon the other party's insolvency or bankruptcy.
The Supply Agreement also includes customary provisions relating to, among
others, delivery, inspection procedures, warranties, quality, storage, handling
and transport, intellectual property, confidentiality and indemnification. The
foregoing description of the Supply Agreement does not purport to be complete
and is qualified in its entirety by reference to the Supply Agreement, which the
Company intends to file with the
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