For Persistent Supply Failure Clause Samples

For Persistent Supply Failure. In the event of Persistent Supply Failure: (i) Siemens may, at its discretion, either terminate this Supply Agreement or work with UBI to resolve the cause(s) of the Persistent Supply Failure, until such time as it is cured to Siemens’ satisfaction or Siemens determines that cure is not reasonably feasible. (ii) whether or not Siemens terminates this Supply Agreement, Siemens shall be permitted to use UBI’s Manufacturing Know-How to manufacture, or to enable an Affiliate or Third Party to manufacture, Product solely for the purpose of exercising the licenses granted to Siemens pursuant to Section 8.1.1(c) of the Collaboration Agreement as applicable to Products only, subject to the terms and conditions of the Collaboration Agreement, including, without limitation, the obligation to pay Per-Strip Fees and bonus payments to UBI in accordance with Sections 7.2 and 7.3, respectively, of the Collaboration Agreement; provided, however, that, unless otherwise agreed by the parties in writing, the manufacturing facility used by any such Third Party manufacturer selected by Siemens for the manufacture of Product must be located in one of the following jurisdictions: (1) North America, the European Union, Japan, Australia or New Zealand; (2) any other country in which UBI or *[REDACTED] or an Affiliate of the aforementioned manufactures, or has a Third Party manufacture on its behalf, test strips using Manufacturing Know-How related to UBI Background Patents; or (3) any other country that the parties agree in good faith has an established body of laws regarding intellectual property rights (including trade secrets) at least as protective as the intellectual property laws of the jurisdictions identified in clause (1) of this Section 8.3(c)(ii) and a similarly reputable and reliable system for the enforcement of intellectual property rights; (iii) unless otherwise agreed by the parties in writing, UBI shall, within 10 days after Siemens’ written request, deliver written authorization to the Escrow Agent to release the Manufacturing Know-How to Siemens; and (iv) Siemens shall not be responsible for costs associated with the manufacturing shutdown at UBI.