Alternate Suppliers. If CyDex fails to supply to Sage, or if CyDex will be unable to supply Sage with 80% (i.e., maximum shortfall of 20%) of the quantity of Captisol properly forecasted and ordered by Sage (and provided such order was within the Purchase Volume Limitations) in accordance with this Agreement, for a period of three consecutive months or longer or if any such failure occurs three or more times during any twelve month period (“Supply Interruption”) then CyDex shall immediately provide written notice to Sage of the Supply Interruption. In the event of a Supply Interruption:
(i) Additional Site. CyDex shall negotiate with its Third-Party Manufacturer for such Third-Party Manufacturer to validate and qualify an additional site for the manufacture of Captisol as soon as practicable, but in any event within 90 days from the first day of the Supply Interruption.
Alternate Suppliers. Without prejudice to Section 3.2, nothing in this Agreement shall prevent, prohibit or restrict Company from purchasing the Products from any Third Party.
Alternate Suppliers. If CyDex fails to supply to Spectrum, or if CyDex is unable to supply Spectrum with, [***] ([***]) of the quantity of Commercial Grade Captisol properly forecasted and ordered by Spectrum (and provided such order was within the Purchase Volume Limitations) in accordance with this Agreement, for a period of [***] ([***]) months or longer (“Supply Interruption”) then CyDex shall immediately provide written notice to Spectrum of the Supply Interruption. In the event of a Supply Interruption:
(i) Additional Site. CyDex shall negotiate as soon as practicable, but in any event within [***] ([***]) days from the first day of the Supply Interruption, with its Third-Party Manufacturer for such Third-Party Manufacturer to validate and qualify or re-qualify an additional site for the manufacture of Commercial Grade Captisol.
Alternate Suppliers. In the event that either (i) Microline shall determine that it no longer has the capability to manufacture Supply Products for Transenterix or (ii) Microline fails to supply at least 50% of the binding forecasts for two consecutive quarters (unless due to reasons beyond the reasonable control of Microline), in each case in accordance with this Agreement, then either Microline shall provide written notice thereof to Transenterix promptly after making such determination in Section 8(c)(i) or Transenterix will provide notice of such failure to supply in Section 8(c)(ii) (which Microline can dispute). Within sixty (60) days after such notice (or if disputed, after resolution of such dispute), Microline shall provide Transenterix with written notice (the “Alternative Supplier Notice”) identifying one or more third party manufacturer(s) (each, an “Alternative Supplier”) from which Transenterix may purchase the Supply Products. If Microline fails to so deliver the Alternative Supplier Notice (or if the Alternative Supplier(s) identified in the Alternative Supplier Notice cannot or will not deliver the Supply Products in accordance with Transenterix’s minimum forecasts and at or less than the pricing set forth in this Agreement, in Transenterix’s reasonable discretion), then Transenterix may choose one or more Alternative Suppliers in its sole discretion. Promptly after the selection of an Alternative Supplier (or another supplier chosen by Transenterix pursuant to the immediately preceding sentence), Microline shall provide such alternative supplier with sufficient information to permit such alternative supplier to manufacture the Supply Products.
Alternate Suppliers. (i) [***] *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(ii) [***]
Alternate Suppliers. Notwithstanding anything in the foregoing to the contrary, in the event of a Supply Failure, Company shall have the right to purchase from one or more alternate suppliers ("ALTERNATE SUPPLIERS") its requirements for sulfobutylether (beta)(beta) cyclodextrin, sodium salt, to the extent necessary to replace CAPTISOL not provided by CyDex due to the Supply Failure, until such time as CyDex reasonably demonstrates that CyDex is able to resume manufacture and supply of CAPTISOL hereunder, provided, that Company shall not be obligated to purchase any of its requirements from CyDex until Company has fulfilled all obligations or commitments, if any, undertaken by Company in connection with Company's arrangements with the Alternate Suppliers.
Alternate Suppliers. If CyDex fails to supply to Sage, or if CyDex will be unable to supply Sage with [***] (i.e., maximum shortfall of [***]) of the quantity of Captisol properly forecasted and ordered by Sage (and provided such order was within the Purchase Volume Limitations) in accordance with this Agreement, for a period of [***] or longer or if any such failure occurs [***] or more times during any [***] period (“Supply Interruption”) then CyDex shall immediately provide written notice to Sage of the Supply Interruption. In the event of a Supply Interruption:
(i) [***]
(ii) [***]
(iii) [***]
Alternate Suppliers. If CyDex fails to supply to MDCO, or if CyDex will be unable to supply MDCO with [***] of the quantity of Captisol properly forecasted and ordered by MDCO (and provided such order was within the Purchase Volume Limitations) in accordance with this Agreement, for a period of [***] or longer (“Supply Interruption”) then CyDex shall immediately provide written notice to MDCO of the Supply Interruption. In the event of a Supply Interruption:
(i) [***]
(ii) [***] If CyDex is unable to resolve such Supply Interruption within [***] after the first day of the Supply Interruption or has not taken steps within such time period likely to resolve such Supply Interruption pursuant to clauses 3.5(c)(i) or (ii), then MDCO shall additionally have the non-exclusive right and license, notwithstanding Section 2.1(c) of the License Agreement, to make (by MDCO or its Affiliates) or have made (by a contract manufacturer via sublicense, other than the Third Party Manufacturer) quantities of sulfobutylether (beta) cyclodextrin, sodium salt necessary to replace quantities of Captisol not provided by CyDex due to the Supply Interruption, for use in the Licensed Product. After CyDex resumes manufacture and supply of Captisol, MDCO shall use its best efforts to terminate the supply arrangement with any such third party and continue to purchase Capitsol from CyDex. Any transfer of CyDex’s Captisol manufacturing technology (which shall not include technology which is proprietary to the Third Party Manufacturer or Pfizer) to MDCO or its contract manufacturer shall be subject to contractual covenants reasonably satisfactory to CyDex regarding confidentiality, limitations on use and non-competition. In the event of a dispute between the parties as to whether or not a Supply Interruption has occurred, such dispute shall be finally resolved by short-form arbitration in accordance with Section 14.4(b) of the License Agreement.
Alternate Suppliers. Except for the Mix and Production Equipment System, Associate may purchase through Krispy Kreme or any other source (1) any other ingredients for Krispy Kreme Doughnuts and other products permitted to be sold in the doughnut shop; (2) any other doughnut plant equipment; (3) packages and containers for his products; and (4) other supplies, if the items supplied meet specifications set forth in the Manual. Krispy Kreme will not unreasonably withhold prompt approval of such purchases provided sufficient notice is given by Associate for Krispy Kreme to determine that such items conform to the standards and specifications set forth in the Manual. In return for services and expertise provided by Krispy Kreme, it will charge a service fee in the form of a markup for any purchase of supplies made through the Purchasing Department of Krispy Kreme.
Alternate Suppliers. Nothing in this Agreement shall prevent, prohibit or restrict Endo from purchasing the Products from any Third Party.
