Common use of Interim Supply Clause in Contracts

Interim Supply. In the case where Alder notifies BMS in writing within [***] after the date of termination that Alder desires BMS to provide to Alder an interim supply of Licensed Compound and/or Licensed Product, BMS shall use Diligent Efforts to provide such supply in accordance with the terms of this Section 13.5(g). BMS’ obligation to provide such supply under this Section 13.5(g) shall only be for the period of [***] from the date of termination and BMS shall have no obligation to supply Licensed Compound and/or Licensed Product to Alder after such [***] period or, if earlier, Alder’s notification to BMS that Alder has obtained alternative, validated source of supply of Licensed Compound and/or Licensed Product, as applicable. Upon such request by Alder for such interim supply, the [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Parties shall enter into a supply agreement pursuant to which BMS will use Diligent Efforts to supply Licensed Compound and/or Product to Alder for such period ending [***] after the termination date. Alder shall use all reasonable commercial efforts to procure an alternative supply of Licensed Compound and/or Licensed Product as soon as possible following the effective date of the applicable termination. The Licensed Compound and/or Licensed Product shall be supplied at a supply price equal to BMS’ Manufacturing Costs for such Licensed Compound or Product supplied. The supply agreement shall reflect these provisions and shall contain such other customary terms as the Parties deem appropriate.

Interim Supply. In The Parties acknowledge and agree that for the case where Alder notifies BMS in writing within [***] after Interim Supply Period, the date of termination that Alder desires BMS Supplier may: supply to provide a New Customer (and such New Customer may receive); or supply to Alder an Existing Customer or a New Customer at a new Supply Point at an existing Site or a new Site (and such Customer may receive at such Supply Points), natural gas on an interim supply basis (“Interim Supply”) pursuant to the Customer Contract. For the purposes of Licensed Compound and/or Licensed Interim Supply, Paragraphs 4 and 5 (other than Paragraph 5.5) shall not apply. As soon as reasonably practicable and in any event within thirty (30) Days following a Procurement Round Commitment Point for a particular Gas Product, BMS the Authority shall use Diligent Efforts provide the Supplier with a Site List in respect of the Committed Customers for that Procurement Round and Gas Product. The Authority shall keep the Site List under review and shall provide the Supplier with an updated Site List from time to provide such supply time as appropriate, including, without limitation, if a Customer has added or withdrawn a Supply Point in accordance with the terms procedure set out in Paragraphs 4 and 5 of this Section 13.5(gSchedule 5. If the Supplier already holds Customer Site Specific Information for some or all of the Supply Points at Sites specified in the Site List (including as a result of having obtained such information pursuant to Paragraph 2.1 or 2.2 or pursuant to carrying out Site Works and Installation Services), the Supplier shall use such information for the purposes of Paragraph 4.1.5. If the Supplier does not hold Customer Site Specific Information for some or all of the Supply Points at Sites specified in the Site List, the Supplier shall send an electronic enquiry to Xoserve to obtain the Customer Site Specific Information for such Sites. Within fifteen (15) Days following receipt of the Site List, the Supplier shall provide the Authority with the Customer Site Specific Information for all Supply Points specified in the Site List for the Authority’s Approval. The Supplier shall use the Customer Site Specific Information Approved by the Authority to create a Purchase Shape for the demand for Gas Products of all Committed Customers in respect of the relevant Procurement Round. The Supplier shall, within five (5) Days after the Authority has given its Approval of the Customer Site Specific Information, provide to the Authority for its information a copy of the Purchase Shape. The Supplier shall keep the Customer Site Specific Information under review (including by sending further enquiries electronically to Xoserve) and shall update the information and create a new Purchase Shape where necessary, including following an AQ Review, being provided with an updated Site List by the Authority, being provided with a Revised Nominated Consumption or otherwise. Where the Supplier creates a new Purchase Shape, the Supplier shall promptly provide the Authority with the updated Purchase Shape. No later than four (4) Months prior to the Supply Start Date of the Relevant Procurement Year (“Procurement Round Closing Date”), the Supplier shall provide the Authority with a finalised Purchase Shape based on the most up-to-date Customer Site Specific Information available at the time (including such information as may be held on Xoserve at the time) (“Final Purchase Shape”). BMS’ obligation to provide such supply under this Section 13.5(gThe Parties acknowledge and agree that: with effect from the Procurement Round Closing Date, there will be no additional Committed Customers for that Procurement Round nor will any Committed Customers leave that round unless (i) shall only be for otherwise agreed by the Parties or (ii) the Gas Product Customer Contract is terminated with effect from a date during the period between the Procurement Round Closing Date and the Supply Start Date of [***] from the date of termination Relevant Procurement Round; and BMS shall have no obligation to supply Licensed Compound and/or Licensed Product to Alder after such [***] period or, if earlier, Alder’s notification to BMS that Alder has obtained alternative, validated source of supply of Licensed Compound and/or Licensed Product, as applicable. Upon such request by Alder for such interim supplyfollowing the Procurement Round Closing Date, the [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTCommitted Customers may add additional Supply Point or withdraw existing Supply Point and that Customer Site Specific Information in respect the relevant Committed Customers may otherwise be subject to further change, MARKED BY BRACKETSincluding as a result of AQ Reviews, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Parties and accordingly the Supplier shall enter into a supply agreement pursuant to which BMS will use Diligent Efforts to supply Licensed Compound and/or Product to Alder for such period ending [***] after keep the termination date. Alder shall use all reasonable commercial efforts to procure an alternative supply of Licensed Compound and/or Licensed Product as soon as possible following Final Purchase Shape under review during the effective date of the applicable termination. The Licensed Compound and/or Licensed Product shall be supplied at a supply price equal to BMS’ Manufacturing Costs for such Licensed Compound or Product supplied. The supply agreement shall reflect these provisions Purchase Window and shall contain such other customary terms as where necessary revise the Parties deem appropriateFinal Purchase Shape (and send a copy to the Authority).