Common use of Dependence on Third Parties Clause in Contracts

Dependence on Third Parties. (i) Where a Third Party Consent or Third Party Agreement is required in order for Merck to provide, or procure the provision of, any element of a Service or Expense Activity (a “Dependent Service Element”) but: (a) such Third Party Consent either: (1) has not been obtained; or (2) has expired or been terminated or been revoked by the Third Party Supplier; or (b) the obtaining of that Third Party Consent requires the payment of an Expense to the relevant Third Party Supplier that: (1) is not expressly itemized in the Service Fee set forth on the Transition Services Schedule or the Service Fees Schedule; and (2) Organon does not pay (without limiting Organon’s obligations under Section 2.8.1(iii)); or (c) such Third Party Agreement either has been terminated or not extended or not renegotiated following expiration on substantially similar terms (including pricing terms and any terms related to performance thereunder), then Merck shall not be obliged to provide, or procure the provision of, the Dependent Service Element. (ii) Notwithstanding anything to the contrary set forth herein, the ability of Merck to provide each Service or Expense Activity hereunder shall be subject to the performance of any applicable Third Party Supplier and the terms, conditions and other provisions of any applicable Third Party Agreement. Merck shall use Commercially Reasonable Efforts to enforce its rights under any applicable Third Party Agreement. Merck shall notify Organon in writing, as soon as reasonably practicable, upon it becoming aware of any threatened or actual failure to obtain revocation, termination or expiry of the relevant Third Party Consent or Third Party Agreement if it will adversely impact the ability of Merck to provide the applicable Service to Organon or Expense Activity. Upon receiving such notification, Organon and Merck shall cooperate in good faith to obtain or renew any such Third Party Consent or Third Party Agreement. Any increased cost associated with such new Third Party Consent or renewal, that is applicable or allocable to a Service or Expense Activity, shall be borne by Organon and Merck shall have the right to pass-through any such increased Expenses to Organon. (iii) Upon Organon’s request, Merck shall use its Commercially Reasonable Efforts to implement alternative arrangements providing substantially similar services in place of the Dependent Service Element. The cost of putting alternative arrangements in place under this Section 2.8.2(ii) shall be borne by Organon and Merck shall have the right to pass-through such additional Expenses to Organon. The Parties shall use Commercially Reasonable Efforts to seek to minimize the cost of putting alternative arrangements in place under this Section 2.8.2(ii). Notwithstanding the foregoing, Merck shall not be required to put alternative arrangements in place under this Section 2.8.2(ii) if Organon itself is able to perform the service or services comprising the Dependent Service Element or if Organon can procure the Dependent Service Element from a Third Party at a reasonable cost.

Dependence on Third Parties. (i) Where a Third Party Consent or Third Party Agreement is required in order for Merck Organon to provide, or procure the provision of, any element of a Service or Expense Activity (a “Dependent Service Element”) but: (a) such Third Party Consent either: (1) has not been obtained; or (2) has expired or been terminated or been revoked by the Third Party Supplier; or (b) the obtaining of that Third Party Consent requires the payment of an Expense to the relevant Third Party Supplier that: (1) is not expressly itemized in the Service Fee set forth on the Transition Services Schedule or the Service Fees Schedule; and (2) Organon Merck does not pay (without limiting OrganonMerck’s obligations under Section 2.8.1(iii)); or (c) such Third Party Agreement either has been terminated or not extended or not renegotiated following expiration on substantially similar terms (including pricing terms and any terms related to performance thereunder), then Merck Organon shall not be obliged to provide, or procure the provision of, the Dependent Service Element. (ii) Notwithstanding anything to the contrary set forth herein, the ability of Merck Organon to provide each Service or Expense Activity hereunder shall be subject to the performance of any applicable Third Party Supplier and the terms, conditions and other provisions of any applicable Third Party Agreement. Merck Organon shall use Commercially Reasonable Efforts to enforce its rights under any applicable Third Party Agreement. Merck Organon shall notify Organon Merck in writing, as soon as reasonably practicable, upon it becoming aware of any threatened or actual failure to obtain revocation, termination or expiry of the relevant Third Party Consent or Third Party Agreement if it will adversely impact the ability of Merck Organon to provide the applicable Service to Organon Merck or Expense Activity. Upon receiving such notification, Merck and Organon and Merck shall cooperate in good faith to obtain or renew any such Third Party Consent or Third Party Agreement. Any increased cost associated with such new Third Party Consent or renewal, that is applicable or allocable to a Service or Expense Activity, shall be borne by Merck and Organon and Merck shall have the right to pass-through any such increased Expenses to OrganonMerck. (iii) Upon OrganonMerck’s request, Merck Organon shall use its Commercially Reasonable Efforts to implement alternative arrangements providing substantially similar services in place of the Dependent Service Element. The cost of putting alternative arrangements in place under this Section 2.8.2(ii) shall be borne by Merck and Organon and Merck shall have the right to pass-through such additional Expenses to OrganonMerck. The Parties shall use Commercially Reasonable Efforts to seek to minimize the cost of putting alternative arrangements in place under this Section 2.8.2(ii). Notwithstanding the foregoing, Merck Organon shall not be required to put alternative arrangements in place under this Section 2.8.2(ii) if Organon Merck itself is able to perform the service or services comprising the Dependent Service Element or if Organon Merck can procure the Dependent Service Element from a Third Party at a reasonable cost.

Dependence on Third Parties. (i) 5.2.1 Where a Third Party Consent or Third Party Agreement is required in order for Merck the Service Provider to provide, or procure the provision of, any element of a Service or Expense Activity the Services (a “Dependent Service Element”) butand: (ai) such that Third Party Consent despite using reasonable efforts either: : (1a) has not been obtainedobtained by the Service Provider in accordance with Clause 5.1.1 (Third Party Consents); or or (2b) has expired or been terminated or been revoked revoked; or (ii) that Third Party Agreement either (a) terminates other than as a result of a breach by the Service Provider of its obligations under the relevant Third Party SupplierAgreement or due to termination by the Service Provider; or (b) the obtaining of that Third Party Consent requires the payment of an Expense expires despite using reasonable efforts to maintain the relevant Third Party Supplier that: (1) is not expressly itemized in Agreement the Service Fee set forth on the Transition Services Schedule or the Service Fees Schedule; and (2) Organon does not pay (without limiting Organon’s obligations under Section 2.8.1(iii)); or (c) such Third Party Agreement either has been terminated or not extended or not renegotiated following expiration on substantially similar terms (including pricing terms and any terms related to performance thereunder), then Merck Provider shall not be obliged to provide, or procure the provision of, the Dependent Service Element. (ii) Notwithstanding anything to the contrary set forth herein, the ability of Merck to provide each Service or Expense Activity hereunder shall be subject to the performance of any applicable Third Party Supplier and the terms, conditions and other provisions of any applicable Third Party Agreement. Merck shall use Commercially Reasonable Efforts to enforce its rights under any applicable Third Party Agreement. Merck shall notify Organon in writing, as soon as reasonably practicable, upon it becoming aware of any threatened or actual failure to obtain revocation, termination or expiry of the relevant Third Party Consent or Third Party Agreement if it will adversely impact the ability of Merck to provide the applicable Service to Organon or Expense Activity. Upon receiving such notification, Organon and Merck shall cooperate in good faith to obtain or renew any such Third Party Consent or Third Party Agreement. Any increased cost associated with such new Third Party Consent or renewal, that is applicable or allocable to a Service or Expense Activity, shall be borne by Organon and Merck shall have the right to pass-through any such increased Expenses to Organon. (iii) Upon Organon’s request, Merck shall use its Commercially Reasonable Efforts to implement alternative arrangements providing substantially similar services in place of the Dependent Service Element. The same shall apply where the Third Party Supplier does not provide the Dependent Service Element other than as a result of a breach by the Service Provider of its obligations under the relevant Third Party Agreement, provided that the Service Provider has used reasonable efforts to procure that the Third Party Supplier provides the Depended Service Element as agreed under the relevant Third Party Agreement. 5.2.2 If the Service Provider is excused from providing a Dependent Service Element pursuant to Clause 5.2.1 (Dependence on Third Parties), the Service Provider shall notify the Service Recipient as soon as reasonably practicable. Upon receiving such notice, the Service Recipient may require the Service Provider to use reasonable efforts to assist the Service Recipient to make alternative arrangements for the receipt of that element of the Services and use reasonable efforts to minimise any adverse impact on the Services resulting from such circumstances. ​ A50902547/20.0/30 Nov 2023 ​ 5.2.3 The cost of putting such alternative arrangements in place place, and the Service Provider’s costs in assisting the Service Recipient to achieve the same under this Section 2.8.2(iiClause 5.2.2 (Dependence on Third Parties) shall be borne by Organon the Service Recipient. 5.2.4 If, and Merck shall have to the right extent that, the Service Provider ceases to pass-through such additional Expenses to Organon. The Parties shall use Commercially Reasonable Efforts to seek to minimize the cost of putting alternative arrangements in place under this Section 2.8.2(ii). Notwithstanding the foregoing, Merck shall not be required to put alternative arrangements in place under this Section 2.8.2(ii) if Organon itself is able to perform the service or services comprising provide the Dependent Service Element or Element, there shall be an equitable reduction in the Service Charges to reflect any cost savings to the Service Provider as a result of such cessation (if Organon can procure the Dependent Service Element from a Third Party at a reasonable costany).