the notice period set out in Section 14.3, the specified country or jurisdiction
shall be excluded from the Territory and NeoRx' rights and obligations in
respect of the excluded country or jurisdiction shall be governed by
Subsection 14.3(d).
ARTICLE 5 SUPPLY OF LICENSED COMPOUNDS AND LICENSED PRODUCTS.
5.1
SUPPLY OF AMD473.
In consideration of the initial license fees paid by NeoRx to AnorMED under
Section 6.2 prior to commercialization of a Licensed Product, AnorMED agrees to
supply to NeoRx [*] such quantities of AMD473 as AnorMED has on hand in its
inventories as of the Effective Date.
NeoRx shall be responsible for paying all
[*] that may apply to the supply of AMD473 hereunder, and if any such amounts
are paid by AnorMED, NeoRx shall promptly reimburse AnorMED for any such amounts
upon request.
The foregoing shall be AnorMED's sole obligation to NeoRx with
respect to the supply of any quantity of AMD473 or any other Licensed Compound.
8
5.2
SUPPLY OF LICENSED PRODUCT.
Except for the manufacture of [*], NeoRx shall be responsible for the
manufacture and processing of all developmental and commercial supplies of all
Licensed Products in the Field in the Territory, at its cost and expense.
5.3
DELIVERY.
(A)
ANORMED SHALL DELIVER ANY AMD473 TO BE
SUPPLIED HEREUNDER TO NEORX-DESIGNATED FACILITIES, AT NEORX' SOLE COST AND
EXPENSE, F.C.A. IN ACCORDANCE WITH THE SHIPPING SPECIFICATIONS THEREFOR.
IN THE
ABSENCE OF WRITTEN AND TIMELY TRANSPORT CARRIER AND/OR DELIVERY INSTRUCTIONS
FROM NEORX, ANORMED SHALL HAVE THE RIGHT TO MAKE COMMERCIALLY REASONABLE
ARRANGEMENTS THEREFOR.
(B)
TITLE TO AND RISK OF LOSS FOR ALL AMD473
DELIVERED HEREUNDER SHALL PASS TO NEORX UPON TRANSFER TO A COMMON CARRIER UNDER
SUBSECTION 5.3(A).
5.4
PERMITS AND LICENSES.
(A)
ANORMED SHALL BE RESPONSIBLE FOR OBTAINING
ALL NECESSARY IMPORT AND/OR EXPORT LICENSES OR PERMITS (IF APPLICABLE) FOR THE
SUPPLY OF AMD473 UNDER SECTION 5.1.
NEORX SHALL BE RESPONSIBLE FOR THE PAYMENT
OF [*], ETC., IN CONNECTION WITH SUCH SUPPLY AND DELIVERY TO NEORX OF AMD473.
(B)
EXCEPT AS OTHERWISE PROVIDED IN
SUBSECTION 5.4(A), NEORX SHALL BE RESPONSIBLE FOR OBTAINING ALL NECESSARY IMPORT
AND/OR EXPORT LICENSES OR PERMITS (IF APPLICABLE) AND FOR THE PAYMENT OF [*] IN
CONNECTION WITH THE SUPPLY AND DELIVERY TO NEORX OF ALL DEVELOPMENTAL AND
COMMERCIAL SUPPLIES OF ALL LICENSED COMPOUNDS AND/OR LICENSED PRODUCTS.
ARTICLE 6 LICENSE FEES.
6.1
ADDITIONAL DEFINITIONS.
For the purposes of this Agreement:
(A)
"COMMON SHARES" MEANS COMMON SHARES IN THE
CAPITAL STOCK OF NEORX;
(B)
"CURRENT MARKET PRICE" OF THE COMMON SHARES
ON ANY DATE MEANS [*], PROVIDED THAT IF THE COMMON SHARES ARE NOT LISTED ON ANY
STOCK EXCHANGE, THE "CURRENT MARKET PRICE" SHALL BE DETERMINED BY AGREEMENT
BETWEEN THE BOARD OF DIRECTORS OF ANORMED AND THE BOARD OF DIRECTORS OF NEORX,
ACTING IN GOOD FAITH;
(C)
"DAILY CLOSING PRICE" FOR EACH TRADING DAY
SHALL MEAN THE LAST REPORTED SALES PRICE FOR SALES OF COMMON SHARES ON NASDAQ ON
WHICH SUCH SHARES ARE LISTED AND POSTED FOR TRADING; AND
(D)
"TRADING DAY" SHALL MEAN ANY DAY