Alternative Suppliers. Section 3.1.2 shall no longer apply, and Customer may, at its option and subject to the terms of this Section II, purchase API from other suppliers or manufacture API itself, in the following circumstances:
Alternative Suppliers. 3.1 Upon the occurrence of any of the events set out in Clause 2.1 the Issuing Party hereby undertakes to the Receiving Party that, before it enters into a contract for the purchase and supply of SM for its Plant from an Alternative Supplier, it will give a Proposal Notice to the Receiving Party of its intention to enter into such a contract and obtain the Receiving Party’s written consent. The Proposal Notice shall provide details of the Alternative Supplier and the name and location of the plant of manufacture of the SM and shall contain or have attached the specifications proposed for the alternative supply following the format in Appendix 2. No later than six (6) months after receipt of the Proposal Notice (unless otherwise agreed by the Parties) the Receiving Party shall reply in writing to the Issuing Party stating whether or not it consents to the Issuing Party’s proposal, which consent shall be given subject to the results of an evaluation by the Receiving Party of a sample of the SM proposed to be procured and such consent is not to be unreasonably withheld. Failure to reply within the allotted time shall be deemed to be consent to the proposal. In determining its response to such Proposal Notice the Receiving Party’s decision shall be reached having regard solely to the need to ensure that the SM that is to be supplied by the Alternative Supplier is of such quality and performance as will meet the required SM specification as set out in Appendix I and will whether alone or when co-mingled with existing SM in the storage tanks at Berre enable the manufacture by the Receiving Party of end products providing good performance without disruption to production. Any reply to the Proposal Notice refusing consent to the proposed alternative supply shall set out the reasons for such refusal. The Issuing Party shall arrange for the supply to the Receiving Party of sample material at the Receiving Party’s cost (such cost to be market related). The Receiving Party shall evaluate the sample material and shall make its decision within six months of receipt of the sample material. The Receiving Party is under no obligation to terminate its existing SM supply contract in contravention of the termination provisions of that contract.
Alternative Suppliers. For the avoidance of doubt, SpinCo may contract with other suppliers at any time after the Effective Date to manufacture and supply any cannula that is either listed or not listed on Exhibit A for use in any industry, subject to SpinCo’s compliance with the Purchase Commitments or, as applicable, the Termination Purchase Commitments and the IP Matters Agreement.
Alternative Suppliers. If you desire to: (i) use any equipment, supplies or other products not previously designated and approved by us; (ii) obtain designated products from a source of supply not previously approved by us; or (iii) offer any non-standard menu item or service in the Restaurant; you must furnish to us for our prior approval, free of cost, samples of such products (or a description and demonstration of any such service) in reasonable quantities, its cartons, containers and packaging and wrapping material, the quality and style of which will be subject to our approval. Such distributor, supplier, products or services will be approved for use in the Restaurant only upon your receipt of written approval from us. We may withdraw our approval of any previously approved supplier, products or services and you must cease using such products, supplier and/or services upon receipt of written notice from us. In connection with our investigation and review of any alternative supplier identified and submitted for approval by you (including requalification of any supplier that, after our initial qualification and approval, fails to adhere to or maintain our quality standards or specifications) or investigation and review of any non-standard menu item that you desire to offer, you must reimburse to us all of our reasonable expenses incurred in investigating such alternative supplier or establishing standards for, and approving the offering of such non-standard menu item or service and the supplier(s) thereof (or ingredients therefor, as the case may be), in each case including all travel, lodging and meal expenses of our employees or agents, and regardless of whether we approve or disapprove such alternative supplier or non-standard menu item. We will not unreasonably withhold, condition, delay or revoke approval of any qualified third party product or supplier.
Alternative Suppliers. At the expiration of the term of this Agreement, or in the event of early termination of this Agreement by Guilford pursuant to any of Sections 16.3, 16.4, 16.6, 16.7 or 23.1, at Guilford’s written request [***]. The reasonable costs for such technology transfer shall be reimbursed by Guilford if the transfer results from expiration of the Agreement and the costs of the transfer shall be born by Bxxxxx if the transfer results from a material breach by Bxxxxx. Upon the earlier of (i) Guilford’s delivery of notice of termination pursuant to any of Sections 16.3, 16.4, 16.6 or 16.7, (ii) the existence and continuation of a circumstance contemplated by 23.1 for a period of at least ninety (90) days, and (iii) one (1) year prior to the expiration of this Agreement by its terms, Guilford shall be entitled to qualify an alternative supplier (other than Bxxxxx or its Affiliates) of Product, and Guilford’s reasonable activities in connection with such qualification shall not constitute a violation of Section 3.5; provided that Guilford shall not be otherwise relieved of its obligations hereunder, including its obligation under Section 15.
Alternative Suppliers. [* * *]. In the event that Durect is not the supplier of Zogenix’s and its Affiliates’ and Sublicensees’ Phase III Clinical Trial and commercial requirements for Product or Product Formulation, as applicable, in the Territory in accordance with the terms of this Section 8, Durect shall (i) if requested by Zogenix, recommend a Third Party CMO for manufacturing Phase III Clinical Trial and commercial supplies of Product or Product Formulation, as applicable, and (ii) consistent with its obligation under Section 4.4(a)(v), manage the technology transfer, manufacturing process development, scale-up to commercial batch size and validation activities that may be required to enable Zogenix or a Third Party CMO chosen by Zogenix and reasonably approved by Durect to manufacture Phase III Clinical Trial and commercial supplies of Product or Product Formulation, as applicable.
Alternative Suppliers. The on-site store may be serviced by a CONTRACTOR Owned Store, or a CONTRACTOR Jobber (or “NAPA Jobber”) pursuant to an assignment and assumption agreement (“Assignment”) of this Agreement with the CITY’s prior written consent as detailed under Section S (Assignments/Changes) herein, and accompanied by an assignment of Sourcewell Contract No. 110520 as detailed under Section 10 (Assignment, Amendments, Waiver, and Contract Complete) therein, each to the same assignee. Any Assignment of this Agreement will be on a form acceptable to the CITY and will include the CITY signing as to CITY’s consent and as intended third party beneficiary thereto.
Alternative Suppliers. In the event that RPI is unable to supply Ribozymes For Products within 120 days after receipt of a purchase order from IntelliGene (i.e., RPI is at least thirty (30) days late in making delivery to IntelliGene), IntelliGene's sole remedy shall be to
Alternative Suppliers. It is understood and agreed by Lonza that Altus may establish and qualify one or more other facilities (owned or operated by an Affiliate or Altus or a Third Party) to manufacture Bulk Product Components and to obtain a secondary supply of Bulk Product Components, subject to the following: Altus agrees that, except as otherwise provided below or in Section 3.10, Altus agrees to purchase from Lonza [***] of its requirements for Bulk Product Component through the [***] of the Effective Date except that such limitation shall not apply with respect to product that [***] may be able to supply, and thereafter Altus would commit to purchase from Lonza at least [***] of its requirements of Bulk Product Components (or such lesser amount as is equal to [***] of Lonza's [***] for the Bulk Product Components (in the relative amounts Altus expects to order during a particular year, and taking into account, if applicable, the amounts of the other Bulk Product Components that need to be manufactured and supplied to Altus to meet its requirements), and provided that such limitation shall not apply with respect to amounts of product that [***] may be able to supply), given the requirements of Altus for all Bulk Product Components), and the Execution Original PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
Alternative Suppliers. In the event that RPI is unable to supply Ribozymes For Products within 120 days after receipt of a purchase order from IntelliGene (i.e., RPI is at least thirty (30) days late in making delivery to IntelliGene), IntelliGene's sole remedy shall be to obtain alternative supplies of Ribozymes For Products as provided herein. In such event, IntelliGene or another third party jointly acceptable to RPI and IntelliGene, which acceptance will not be unreasonably withheld, will be granted a temporary, royalty-free (to RPI) non-exclusive license (the "Supplier License") under the RPI Technology to make or have made Ribozymes For Products in the amounts set out in Section 4.3.3 solely for the purposes set forth in this Agreement and for the period until 90 days after RPI provides written notice to IntelliGene that it can again provide Ribozymes For Products. At that point, RPI shall again be the exclusive supplier and the Supplier License will terminate. As soon as RPI is aware that it is unable to timely supply Ribozymes For Products, RPI shall immediately provide IntelliGene or its third party designee all information, know-how, procedures and other information necessary or desirable to efficiently, reliably and effectively function as a supplier of the Ribozymes For Products without any interruption in IntelliGene's supply. All information, know-how, procedures and other information supplied by RPI to IntelliGene or its designee and for use in the manufacture of Ribozymes shall be immediately returned to RPI at the conclusion of the Supplier License without retaining copies. Any Supplier License shall be subject to the payment to RPI by such alternative supplier of all royalties that RPI may be required to pay to any third parties under the RPI Technology with respect to the Ribozymes manufactured or supplied by such alternative supplier under the Supplier License. RPI's failure or refusal to supply more that the amounts specified in Section 4.3.3 shall not be any inability to supply within the meaning of this Section.
