Qualification of Alternate Suppliers. Notwithstanding Menarini's obligation to purchase its Product requirements from VML during the term of this Agreement, with reference to Menarini's right to manufacture the Product as set forth in art. 7.1 Menarini is permitted to qualify in due time alternate contractors and suppliers for Product. VML shall, at Menarini's expense, reasonably assist Menarini in qualifying such alternate suppliers, and shall make available Manufacturing Know-How and provide such other assistance as may be reasonably required. During the term of this Agreement, VML shall qualify a second supplier of Compound.
Qualification of Alternate Suppliers. P&GP may, during the Term, take steps to qualify one or more Third Party suppliers of Product (each, an “Alternate Supplier”), which Alternate Suppliers shall be subject to prior written approval of NOVEN (such approval not to be unreasonably withheld or delayed); provided that NOVEN and P&GP shall agree to a mutually acceptable plan for qualification of such Alternate Supplier, which shall include, but not be limited to, any reasonable costs to be incurred by NOVEN in connection with such qualification. All reasonable costs and expenses, including reasonable out-of-pocket expenses incurred by NOVEN, associated with qualifying an Alternate Supplier in accordance with the plan therefor agreed upon by the parties and approved by P&GP in writing shall be paid by P&GP or reimbursed to NOVEN, it being understood that NOVEN shall have no obligation to take any action with respect to the qualification of an Alternate Supplier unless and until NOVEN receives written approval from P&GP of any such out-of-pocket expenses. Upon the written request of P&GP, and at P&GP’s expense, NOVEN agrees to provide reasonable assistance *** to Alternate Suppliers sought to be qualified by P&GP pursuant to this Section 11.01 and access to such of NOVEN’s Confidential Information and Technology as may be reasonably necessary for the Alternate Supplier to manufacture Product for sale to P&GP; provided, that such Alternate Supplier shall be bound by obligations of confidentiality in favor of NOVEN consistent with those set forth in this Agreement and the License Agreement. Notwithstanding the foregoing, nothing in this Section 11.01 shall relieve P&GP of its obligation to purchase all of its requirements of Product from NOVEN and P&GP shall only have the right to acquire Product from an Alternate Supplier as provided in Section 11.02.
