MERCK MANUFACTURING RIGHTS AND RELATED TECHNOLOGY TRANSFER Sample Clauses

MERCK MANUFACTURING RIGHTS AND RELATED TECHNOLOGY TRANSFER. (a) In the case of default in supply and/or a force majeure event, Kos shall give immediate written notice to Merck if Kos becomes aware that it is or will be unable to satisfy its supply obligations under this Agreement in whole or a significant part thereof for a period of **** days, and the Parties will immediately work together, through the Steering Committee, in good faith to identify suitable alternative courses of action provided that (i) in the meantime, Kos shall use Commercially Reasonable Efforts to attempt to rectify such situation and (ii) if Kos is unable to present or to implement such a suitable alternative course of action, at Merck's request ****, Kos shall immediately grant to Merck such rights (including but not limited to any intellectual property license and rights of access), as well as transfer to Merck of all required Know-How and other technical information relating to the manufacture of Products, as would be required to allow Merck and/or any Merck Affiliate or designee to manufacture Products and to continue and complete what would otherwise be Kos' supply obligations ****. In such situation, the Parties agree to exert Commercially Reasonable Efforts to secure an on-going second source qualification for any manufacturing facility Merck establishes pursuant to this Section. As long as Merck is manufacturing Product due to Kos inability to fulfill its supply obligations, Merck shall, in such situation and in lieu of a Transfer Price, ****. Kos agrees to support Merck during the technology transfer by providing all necessary information and support (which includes, inter alia, personal presence of experienced experts at Merck's manufacturing sites) in such detail to enable Merck to establish and validate the manufacturing process for Products at the respective manufacturing site. Merck agrees in such event, to the extent it has ability and capacity to do so, to supply Products to Kos (on other terms similar to those included herein for the supply of Products by Kos to Merck) for distribution by Kos outside the Territory, at a price equal to Merck's cost of manufacture ****.
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Related to MERCK MANUFACTURING RIGHTS AND RELATED TECHNOLOGY TRANSFER

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