PURCHASE OF PRODUCT FROM THIRD PERSONS Sample Clauses

PURCHASE OF PRODUCT FROM THIRD PERSONS. Notwithstanding Section 4.2, if Xxxxx has purchased the Purchase Maximums from Lilly in a Calendar Quarter or Calendar Year, Xxxxx may, but will not be obligated to, request that Lilly provide additional quantities of Product in excess of the Purchase Maximums ("Additional Quantities"). Lilly will consider in good faith whether to supply Additional Quantities. Additional Quantities will be supplied to Xxxxx at the prices determined by Lilly. If Lilly indicates that it is unable or in good faith unwilling to supply to Xxxxx such Additional Quantities or if Xxxxx in its sole discretion does not request such Additional Quantities from Lilly, then, provided the FDA has approved Galen's Application for Marketing Authorization for Product, Xxxxx will have the right to purchase such Additional Quantities of Product from a Third Person manufacturer under its Application for Marketing Authorization; provided, however, that the purchase of Additional Quantities by Xxxxx from a Third Person manufacturer will not relieve Xxxxx of its obligation to satisfy the Purchase Minimum or purchase obligations set forth in Sections 2.2 and 4.4 from Lilly in any subsequent Contract Quarter or Contract Year, as applicable. If Xxxxx purchases any such Additional Quantities from a Third Person, Xxxxx will maintain, at its cost, all records required to identify the manufacturer of such Product.

PURCHASE OF PRODUCT FROM THIRD PERSONS. Notwithstanding Section 4.2, if ViroPharma has purchased the Purchase Maximums from Lilly in a Calendar Quarter or Calendar Year, ViroPharma may, but will not be obligated to, request that Lilly provide additional quantities of Marketed Product in excess of the Purchase Maximums (“Additional Quantities”). Lilly will consider in good faith and use commercially reasonable efforts to supply Additional Quantities, including without limitation, run additional shifts, add additional personnel and work beyond normal business hours. Additional Quantities will be supplied to ViroPharma by Lilly at the current Purchase Price and the Parties will mutually agree on any additional costs. If Lilly indicates that it is unable to supply to ViroPharma such Additional Quantities or if ViroPharma does not request that Lilly produce the Additional Quantities, then ViroPharma will have the right to purchase such Additional Quantities of Marketed Product from a Third Person manufacturer, including, but not limited to, the Third Person Supply Chain; provided, however, that the purchase of Additional Quantities by ViroPharma from a Third Person manufacturer will not relieve ViroPharma of its obligation to satisfy the Purchase Minimum or purchase obligations set forth in Sections 4.1 and 4.4 from Lilly in any Contract Quarter or Contract Period, as applicable. If ViroPharma purchases any such Additional Quantities from a Third Person, ViroPharma will maintain, at its cost, all records required to identify the manufacturer of such Marketed Product. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.