Alternative Supply. During any period in which a party to this document is not performing obligations because of a claimed Force Majeure Event, the other party may (but need not) make alternative arrangements for the performance, whether by another person or otherwise, of any obligation which the party claiming the Force Majeure Event is not performing without incurring any liability to that party.
Alternative Supply. Notwithstanding any provision herein to the contrary, in the event that (1) ACCESS is in default of its supply obligations under this Agreement with respect to three (3) accepted WYETH purchase orders within any twelve month period (a "Shortfall"), or (2) if during Manufacture or supply of the Product to WYETH there is a material violation of the requirements set forth in Sections 2.9, 3.1, 3.2, 3.4, 3.6. 3.8 or the representations set forth in Sections 6.2.1, 6.2.4 or 6.2.5 (a "Regulatory Shortfall") that is not cured within forty-five (45) days of the later to occur of the (i) date of the violation or (ii) notice to ACCESS of such violation, then WYETH, in addition to any other rights and remedies it may have, shall have the right to Manufacture the Product itself and/or qualify an alternative supplier of Product. ACCESS shall, at its cost, (a) cooperate with WYETH in the transfer of copies of the Confidential Information, technology and know-how necessary to Manufacture the Product to WYETH and/or its designated alternative supplier, (b) deliver to WYETH copies of such drawings, specifications, and other information in ACCESS's possession as may be necessary to Manufacture the Product or cause the Product to be Manufactured and (c) grant to WYETH a limited license in the Field under ACCESS's Intellectual Property Rights during the Term of this Agreement to Manufacture, make, or have made for WYETH's distribution of the Product in the Territory, the Product; provided that to the extent that such technology and know-how constitutes ACCESS Confidential Information (or any information constitutes Confidential Information of ACCESS's Third Party manufacturer) it shall be subject to the provisions of Article 9 and WYETH's designated alternative supplier shall be required to enter into a confidentiality agreement with ACCESS containing substantially the same terms as Article 9; and further provided that all items provided under clauses (a) and (b) above will be subject to the license granted pursuant to clause (c). In addition to WYETH's aforementioned right to Manufacture the Product itself and/or qualify an alternative supplier of the Product by reason of a Shortfall, WYETH shall be relieved of its obligation to order its purchase requirements of the Product from ACCESS if ACCESS, for any reason, is unable, anticipates that it will be unable or is unwilling to supply Product meeting WYETH's forecasted requirements for a period of time of three (3) months unt...
Alternative Supply. During any period in which the Service Provider is not performing obligations because of a claimed Force Majeure Event, the City may (but need not) make alternative arrangements for the performance, whether by another person or otherwise, of any obligation which the Service Provider is not performing without incurring any liability to the Service Provider.
Alternative Supply. Subject to Section 2.4, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier if Supplier, for any THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. reason not directly attributable to Purchaser, is unable, becomes aware that it will be unable or is unwilling to supply Licensed Adjuvants meeting Purchaser’s Binding Forecast for any period of time and does not cure such failure within forty-five (45) days following Purchaser’s written notice to Supplier or Supplier’s written notice to Purchaser. In any such event, after the 45-day cure period, Purchaser shall have the right to request a Technology Transfer under the terms of Section 6.3(c) regardless of whether Purchaser has elected to terminate this Agreement. Once Purchaser has requested that Supplier conduct a Technology Transfer, Purchaser shall have no obligation to place any further Orders for Licensed Adjuvants from Supplier and may receive its supply of Licensed Adjuvants from a party or parties designated under Section 6.3(c).
Alternative Supply. If the Supplier does not deliver the Goods and/or perform the Services by the specified date, or supplies any Goods and/or Services, which in the opinion of Atlantic do not comply with every requirement of the terms applying to the order, Atlantic may purchase replacement goods from a third party or engage another contractor to perform the Services and the difference (if any) between the cost of the replacement goods or services and the purchase price of the Goods or Services (as applicable) will be a debt due and owing from the Supplier to Atlantic.
Alternative Supply. If the Supplier does not deliver the Goods and/or perform the Services by the specified date, or supplies any Goods and/or Services, which does not materially comply with the terms of the Agreement, St Xxxxxxx xxx purchase replacement goods from a third party or engage another contractor to perform the Services and the difference (if any) between the cost of the replacement goods or services and the purchase price of the Goods or Services (as applicable) will be a debt due and owing from the Supplier to St Xxxxxxx.
Alternative Supply. If the Supplier does not deliver the Goods and/or perform the Services by the specified date, or supplies any Goods and/or Services, which does not materially comply with the terms of the Agreement, SGCL may purchase replacement goods from a third party or engage another contractor to perform the Services and the difference (if any) between the cost of the replacement goods or services and the purchase price of the Goods or Services (as applicable) will be a debt due and owing from the Supplier to SGCL.
Alternative Supply. At any time during the Term, Paratek may elect to qualify one (1) or more alternative manufacturing facilities (whether owned by a Third Party, Paratek or by one of Paratek’s Affiliates) to Manufacture the Products (each, a “Backup Supplier”). Paratek shall be responsible for any costs associated with qualifying Backup Suppliers. [* * *] CIPAN shall use commercially reasonable efforts to cooperate with the qualification of any Backup Supplier, including (a) technology transfer of all CIPAN Technology, Joint Technology and, to the extent in its possession, Paratek Technology, necessary or useful for the Manufacture of the Products; provided that, to the extent that such technology and know-how constitutes CIPAN Confidential Information it shall be subject to the provisions of Article 15 and Paratek’s designated Backup Supplier shall be required to enter into a confidentiality agreement with CIPAN containing substantially the same terms as Article 15 and (b) providing Paratek and any Backup Supplier with consulting services related to the Manufacture, quality control and quality assurance of the Products. Paratek shall reimburse CIPAN for performing such services described in the preceding sentence at [* * *] within [* * *] of invoice. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Alternative Supply. Impax agrees to fully cooperate with Schering, at Schering’s request and expense, to establish a back-up facility for the manufacture of the Product at one of Schering’s, its Affiliate’s or Third Party’s manufacturing sites. Upon such request, Impax shall promptly initiate a complete technology transfer of the manufacturing process, procedures and standards used by Impax to Manufacture the Product so as to enable the back-up facility to manufacture the Product in accordance with the applicable Health Registrations for the Product. Impax and Schering shall use diligent efforts to ensure that the technology transfer is completed as soon as reasonably practicable. In the event that Schering decides to exercise its rights under this Section 3.7 and no Supply Failure or any other uncured material breach by Impax has occurred, Schering shall be obligated to pay Impax XXXXX per tablet of Product or tablet of Schering’s existing proprietary D-12 formulation manufactured by or for Schering for sale in the Territory during the Agreement; provided, however, Schering shall not be obligated to pay Impax for any Schering proprietary D-12 formulation product manufactured by Schering prior to the first shipment by Impax of Product to Schering for commercial sale in accordance with the Agreement. Any such payments due under this Section 3.7 shall be paid to Impax within sixty (60) days of the close of each calendar quarter within which the tablets were manufactured and shall be accompanied by a statement detailing the number of tablets manufactured and the calculation of the payment owed to Impax. Schering shall keep records in sufficient detail to enable Impax to verify the calculation of the number of tablets of Product manufactured during each quarter. Impax has the right, at its discretion and expense, but not more frequently than one (1) time per calendar year, to inspect, during ordinary business hours of Schering, records as may be necessary to verify Schering’s calculation of any payment due under this Section 3.7.
Alternative Supply. (a) Nothing in this Agreement shall prevent Eyetech, the Sublicensee or any of its Affiliates from manufacturing, or engaging third parties to manufacture on their behalf, Products for the Territory, provided that Eyetech satisfies its Annual Minimum Percentage obligations pursuant to Section 2.4(i) for each Product. Gilead shall cooperate with all reasonable requests by Eyetech to assist at Eyetech's expense in the transfer qualification activities undertaken by Eyetech or any such third party, provided that Eyetech satisfies its Annual Minimum Percentage obligations for the applicable Product pursuant to Section 2.4(i). Gilead will provide such technology transfer activities at the agreed upon technical rate and mutually approved work plan.
