Common use of Continuity of Supply Clause in Contracts

Continuity of Supply. In the event that Supplier is in default under any Agreement, Buyer may notify Supplier of its intent to have the goods manufactured (or services performed) directly by Supplier’s designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Buyer as stipulated below if such default is not remedied within fourteen (14) days of Buyer’s notice or if within same period no precautions are taken by Supplier to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Buyer will have the right to have the affected goods manufactured or services performed directly for Buyer by the Subcontractor. At the same time Buyer provides notice to Supplier, Buyer will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Buyer immediately if Supplier does not cure the default or does not take precautions to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to Buyer, Supplier will immediately provide to Buyer all materials, specifications and other items necessary to enable Buyer, or a third party designated by Buyer, to manufacture, support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Buyer a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Buyer’s behalf. The Materials will be provided to Buyer’s third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for Buyer. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14.

Continuity of Supply. (a) Cipher shall use Commercially Reasonable Efforts to satisfy Distributor’s Firm Orders for Product. (b) In the event that Supplier Cipher is unable to fill any of Distributor’s Firm Orders for the Product, duly issued under Section 6.2 and in default under compliance therewith, Distributor shall be relieved of any Agreementobligation to meet its Minimum Net Sales Requirements set forth in Schedule D during such period as such supply disruption materially interferes with Wholesalers’ ability to fulfill its customers’ orders, Buyer may notify Supplier provided that such interruption shall not be deemed to occur so long as Distributor holds one week or more of its intent saleable inventory. (c) For the purposes herein a “Supply Interruption” shall be deemed to have occurred if Distributor has not received ordered Product for at least one-hundred and twenty (120) days past the goods manufactured scheduled and agreed upon delivery date (or services performed) directly by Supplier’s designated manufacturer or subcontractor (hereafter the “SubcontractorScheduled Delivery Date”) and Distributor holds no saleable stock of the Product after attempting to maintain at least three (3) months of saleable stock through previous binding orders (subject to Cipher’s delivery thereof) (a “Stock-out”), unless such Supply Interruption is caused by (A) a delay due to shortage in supply of useable Active Ingredient or any other manufacturing material supplied by any third party designated a Third Party through no fault of Cipher, (B) a material breach of this Agreement by Buyer as stipulated below Distributor for which Cipher has provided written notice thereof to Distributor, or (C) a Force Majeure. Notwithstanding anything contained here, if such default is not remedied within fourteen a Supply Interruption lasts for more than six (146) days of Buyermonths, Distributor, at its discretion, shall have the option to either: (I) terminate this Agreement upon thirty (30) days’ notice to Cipher, or (II) on written notice to Cipher, require Cipher to seek, on Distributor’s notice or behalf, from Galephar: (i) a non-exclusive, royalty-free Manufacturing license and, if within same period no precautions are taken by Supplier applicable, Packaging license for the Product, including a license under applicable Product Patents (ii) access to Buyer’s reasonable satisfaction all Product Technology to prevent future defaults with enable Distributor to Manufacture the same or substantially similar cause. If Supplier does not remedy such default within such fourteen Product and (14iii) day period, Buyer will have the right to observe Cipher’s or the Approved Manufacturer’s Manufacture of the Product, subject to reasonable confidentiality undertakings on behalf of such observers, and to receive reasonable cooperation by Cipher, its Approved Manufacturer and their Affiliates prior to and following the effectiveness of the license and transfer contemplated hereby. Notwithstanding subpart ()I) above, Cipher shall have no obligation to seek such a license from Galephar on behalf of Distributor if Cipher has obtained or is seeking to obtain from Galephar its own Manufacturing license and, if applicable, Packaging license for the affected goods manufactured Product. If granted to Distributor, Distributor acknowledges that the foregoing license shall be limited to the use of such Product Technology only for the Manufacture of the Product for Marketing in the Territory pursuant to this Agreement and for no other purpose. If Galephar grants such license, Distributor shall be responsible for all costs associated with obtaining any necessary Approvals to Manufacture the Product. In addition, Distributor shall undertake all normal responsibilities for ensuring (1) the purity, identity, potency, and quality of the Product, (2) its appropriate packaging and labelling, (3) its compliance with all applicable Laws, including the Act and GMP, (4) that its labelling is applied only to packaging containing the Product, (5) there is no significant chemical, physical, or services performed directly for Buyer by other change or deterioration in the SubcontractorProduct, and (6) that each batch of the Product meets the Specifications thereof in the NDA. At Notwithstanding the same time Buyer provides notice to Suppliergranting of the foregoing license, Buyer will have Cipher and its Approved Manufacturer(s) shall retain the right at all times to contact the Subcontractor supply Distributor with at least [***] of its Product requirements. Distributor agrees that it will not seek directly or indirectly from Galephar a license to Manufacture except pursuant to this Section 6.6(c) and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Buyer immediately only if Supplier Cipher does not cure the default seek a license as contemplated above or does not take precautions to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) daysis refused a license. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor Cipher is unable or unwilling to manufacture and sell obtain such a license from Galephar within thirty (30) days of receipt of Distributor’s written notice in subpart (II) above, Distributor shall have the goods or perform right terminate this Agreement upon written notice to Cipher immediately upon the services directly to Buyer, Supplier will immediately provide to Buyer all materials, specifications and other items necessary to enable Buyer, or a third party designated by Buyer, to manufacture, support, distribute, license and sell the goods or perform the services expiration of such thirty (“Materials”). In addition, Supplier grants to Buyer a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i30) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Buyer’s behalf. The Materials will be provided to Buyer’s third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for Buyer. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14day period.

Continuity of Supply. (a) Vertical shall supply Product in accordance with Sub-Distributor’s Firm Orders for Product. (b) In the event that Supplier is in default under any Agreement, Buyer may notify Supplier of its intent to have the goods manufactured a Supply Interruption (or services performed) directly by Supplier’s designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Buyer as stipulated below if such default is not remedied within fourteen (14) days of Buyer’s notice or if within same period no precautions are taken by Supplier to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Buyer will have the right to have the affected goods manufactured or services performed directly for Buyer by the Subcontractor. At the same time Buyer provides notice to Supplier, Buyer will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Buyer immediately if Supplier does not cure the default or does not take precautions to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to Buyer, Supplier will immediately provide to Buyer all materials, specifications and other items necessary to enable Buyer, or a third party designated by Buyer, to manufacture, support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Buyer a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: defined below): (i) use, execute, reproduce and prepare derivative works Sub-Distributor shall be relieved of any obligation to meet its Minimum Purchase Requirements during the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, Contract Year in which such Supply Interruption occurs; and (ii) distribute Vertical shall use commercially reasonable efforts to cause the Approved Manufacturer to allocate its production capacity and sell raw materials (including active pharmaceutical ingredients) to the production of Product in a manner so that Sub-Distributor receives at least such goods, and share of Product produced by the Approved Manufacturer during such Supply Interruption (iiinot to exceed Sub-Distributor’s Firm Orders) authorize third parties equal to do any the quantity of the foregoing on Buyer’s behalf. The Materials will be provided to Buyer’s third party manufacturer or service provider under a nonProduct ordered by Sub-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for Buyer. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party Distributor pursuant to its Firm Orders over the provisions previous twelve (12) month period bears to the total production of Product by the Approved Manufacturer over that same period. For the purposes hereof, Product rejected pursuant to Section 4.6 shall not be considered delivered. (c) For the purposes herein a “Supply Interruption” shall be deemed to have occurred if Vertical has not supplied at least [***] of Sub-Distributor’s Firm Orders for Product for at least sixty (60) days past the scheduled and agreed upon delivery date (the “Scheduled Delivery Date”), except where such Supply Interruption (i) is the result of normal attrition and/or retention of Product in fee Approved Manufacturer’s batch runs in the ordinary course of business, or (ii) is caused by a material breach of this section 14Agreement by Sub-Distributor for which Vertical has provided written notice thereof to Sub-Distributor. Upon and during any Supply Interruption, Sub-Distributor may cancel or amend any Firm Order or other purchase order then outstanding and may revise its current Forecast, without penalty or liability.

Continuity of Supply. In 15.1 SUPPLIER shall within sixty (60) calendar days from the event that Supplier is in default under any Agreement, Buyer may notify Supplier Effective Date of its intent to have the goods manufactured this Agreement identify an escrow custodian (or services performed) directly by Supplier’s designated manufacturer or subcontractor (hereafter “SubcontractorEscrow Custodian”) acceptable to both parties and contract with such Escrow Custodian (“Escrow Agreement”) for the pre-arranged holding and releasing of materials required to produce or by any third party designated by Buyer as stipulated below if such default have produced the Products (“Escrow Material”). Escrow Material shall include, but is not remedied within fourteen (14) days of Buyer’s notice or if within same period no precautions are taken by Supplier to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day periodlimited to, Buyer will have the right to have the affected goods manufactured or services performed directly for Buyer by the Subcontractor. At the same time Buyer provides notice to Supplier, Buyer will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Buyer immediately if Supplier does not cure the default or does not take precautions to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to Buyer, Supplier will immediately provide to Buyer all materials, specifications specifications, and other items necessary to enable BuyerDell, or a third party designated by BuyerDell, to manufacture, support, distribute, license license, and sell the goods or perform Products. Within thirty (30) calendar days after the services (“Materials”). In addition, Supplier grants to Buyer a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works execution of the Materials Escrow Agreement, SUPPLIER shall deposit with the Escrow Custodian the most current production level of the Escrow Material, as defined in the Escrow Agreement. Thereafter, SUPPLIER shall within ten (10) days after the release of an update to a Product, deposit updated Escrow Material with the Escrow Custodian. SUPPLIER agrees to bear the cost of establishing and maintaining the escrow account for the purposes Products and the costs associated with its compliance with this Section, including without limitation the costs of making, manufacturing any and supporting all document preparation necessary to meet the goods requirements of this Section and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties Escrow Agreement. If due to do the occurrence of any of the foregoing on Buyer’s behalf. The Materials will be provided following events SUPPLIER is unable to Buyer’s third party manufacturer or service provider fails to provide Products for Dell: (a) any bankruptcy, reorganization, or other case or proceeding under a non-disclosure agreement any bankruptcy or insolvency law or any dissolution or liquidation proceeding is commenced by or against SUPPLIER, and if such third party manufacturer will only be permitted to use the Materials to manufacture the goods case or perform the services proceeding is not commenced by SUPPLIER, it is acquiesced in or remains undismissed for Buyer. Supplier agrees to extend ninety (90) days; or (b) SUPPLIER ceases active operation of its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to business for any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14.reason; or