Process Transfer to Second Source Sample Clauses
The "Process Transfer to Second Source" clause establishes the terms under which a company may transfer a manufacturing or service process to an alternative supplier or provider. Typically, this clause outlines the conditions that must be met before such a transfer can occur, such as notice requirements, technical documentation handover, and cooperation obligations from the original supplier. Its core function is to ensure business continuity and mitigate supply chain risks by allowing the company to quickly shift production or services to a backup source if needed.
Process Transfer to Second Source. Acorda shall be entitled to qualify the facility of Patheon Inc. at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ as a second source of the Product (“Second Source”), subject to Patheon, Inc. (the “Manufacturer”) undertaking to Elan to protect the confidentiality of Elan’s manufacturing processes related to Product and not use them for any other purpose, in terms reasonably satisfactory to Elan provided that Elan hereby acknowledges that the Manufacturer is in the process of being qualified as a Second Source Manufacturer. At Acorda’s request, Elan shall use commercially reasonable efforts to assist in qualifying the Second Source as an alternative site of manufacture of the Product. Pursuant to this obligation, Elan shall:
7.1.1 provide Acorda or the Manufacturer (at Acorda’s request) with any information necessary to manufacture the Product;
7.1.2 provide to Acorda or the Manufacturer (at Acorda’s request) the documentation constituting the required material support, more particularly practical performance advice, shop practice, specifications as to materials to be used and control methods;
7.1.3 assist Acorda and/or the Manufacturer (at Acorda’s request) with the working up and use of the technology and with the training of Manufacturer’s personnel to the extent which may reasonably be necessary in relation to the manufacture of the Product by the Manufacturer. In this regard, Elan will receive the Acorda’s and/or Manufacturer’s scientific staff, as applicable, in its premises for certain periods, the term of which will be agreed by the parties; and
7.1.4 comply with the other obligations and responsibilities of Elan relating to technology transfer to Patheon, as set forth in the Technology Transfer Responsibilities Schedule. Acorda shall comply with its obligations and responsibilities relating to technology transfer to Patheon, as set forth in the Technology Transfer Responsibilities Schedule.