Second Source. Aptevo may request in writing that Emergent allow a specific CMO (as such term is defined in the PLA) to serve as a second manufacturing source for the Products (such CMO, the “Second Source Manufacturer”). Emergent may, in its sole discretion, comply with such request, in which case:
3.22.1 Emergent may require such CMO to be subject to certain requirements or obligations;
3.22.2 To the extent not already licensed under the terms of the PLA, Emergent shall grant to Aptevo a non-exclusive, royalty-free, worldwide, non-transferable license, under the Manufacturing Technology and the Included Manufacturing Improvements in the form in which such Manufacturing Technology and Included Manufacturing Improvements exist at the time of such grant, to make and have made the Products within the Field, solely by the Second Source Manufacturer;
3.22.3 Emergent shall provide reasonable assistance in the transfer of the Manufacturing Technology to the Second Source Manufacturer in a manner and at a rate to be negotiated by Emergent and Aptevo; and
3.22.4 Aptevo shall bear all costs associated with establishing the Second Source Manufacturer.
Second Source. Subject to the requirements of Section 7.3, in the event that Xencor wishes to manufacture, or have manufactured any Products after this Agreement expires or is terminated for any reason (other than due to Xencor’s material breach), Cardinal Health shall, at Xencor’s cost and expense, cooperate and participate with Xencor or its designee in enabling Xencor or its designee to perform such manufacturing. Such cooperation by Cardinal Health shall include providing to Xencor or its designee a copy of all manufacturing data and information generated during the performance of the Services as reasonably necessary or appropriate to make and have made Products; provided, however, that any such data, know how, technology or information that is Cardinal Health Intellectual Property or Cardinal Health Confidential Information shall continue to remain and be treated as such, but it may be disclosed to any bona fide designee of Xencor pursuant to a written agreement containing confidentiality, non-use and intellectual property provisions substantially similar to the ones set forth herein.
Second Source. Although TI has no immediate intention to second source and expects to buy all of its requires for SEA’s from MSI indefinitely, MSI recognizes that TI may require a second source of production to satisfy its customers. Accordingly, MSI grants to TI an “Option”; granting TI a license to produce internally (“Second Sourced Production”) SEAs. TI agrees to purchase SEAs from MSI at volumes in support of an MSI automotive business share of not less than 60% annually or 7M units (i.e. whichever is greater). By this agreement TI purchases an “Option” which grants TI the right to produce second sourced SEAs to cover all or a portion of volumes above this 60% minimum share level annually or 7M units (i.e. whichever is greater). TI shall be required to pay for exclusivity the higher of $.05 or 5% per SEA to MSI for such Second Sourced Production. Unless unusual circumstances make it commercially unreasonable, TI will provide MSI with notice eighteen (18) months in advance or as soon as the decision has been made, whichever is greater, prior to commencing Second Sourced Production. In the event that MSI “Like” SEA’s surface competitively in the exclusive markets we serve, the above exclusivity payments would be subject to re-evaluation. Option Price:
Second Source. There shall be no obligation for Orexigen to establish a second Manufacturing facility for the Product during the term of the Manufacturing Services Agreement. [***].
Second Source. In the event Thermage acquires a manufacturing license pursuant to Article 3.2, or in the event Stellartech is unable to or fails to meet any Product requirements and such failure is not cured within 60 days after the original scheduled delivery date, Thermage shall, at its sole discretion and at no cost, have the right, but not the obligation, to (i) select a second source to manufacture Products for all or part of Thermage’s requirements, and/or (ii) itself undertake the manufacture of part or all of its Product requirements. In the event Thermage either selects a second manufacturing source or itself undertakes the manufacture of Products, Stellartech shall actively cooperate with and use its best efforts to enable the second source and/or Thermage, as the case may be, to begin and continue such manufacture as soon as is commercially practicable, and to provide such documentation, assistance, and consulting (at Stellartech’s Standard Rates) to such party as may be required or helpful in manufacturing Products. In the event Thermage requests that Stellartech provide manufacturing assistance, Stellartech shall use its best efforts to promptly dispatch to the second source or Thermage, as the case may be, one or more mutually agreed technical personnel to assist in establishing a manufacturing operation, who shall be compensated at Stellartech’s Standard Rates. Upon request by Thermage, designated Thermage personnel shall be given adequate opportunity to study and observe the manufacture of Products by Stellartech at Stellartech’s production facility and other appropriate locations, at reasonable times and for reasonable periods.
Second Source. After the expiration of ACTII’s manufacturing exclusivity period of five (5) years, as described in Section 6.1, above, Amylin may do any of the following: (i) elect to make nonexclusive the license grant to ACTII granted in accordance with Section 6.1, above, (ii) either by itself and/or by utilizing the services of a third party, manufacture and supply Products or components thereof (without an obligation to pay to ACTII any transfer price payments on Products manufactured by Amylin or such third party). Any Products sold by Amylin, its Affiliates, sublicensees or Co-Marketers under this Section 6.3 shall be subject to the applicable royalty payment provided in Section 3.5, above.
Second Source. Notwithstanding anything to the contrary herein, Salix shall have the right, at its own expense, to secure a Third Party Manufacturer to Manufacture Compound for supply to Salix; provided, however, that no such Third Party Manufacturer shall be located in any country that is included in the Glenmark Territory. Glenmark shall use its commercially reasonable efforts to assist Salix to qualify such Third Party Manufacturer designated by Salix to Manufacture such Compound, and provide, to such Third Party Manufacturer such technical assistance, as Salix may reasonably request and such Third Party Manufacturer may reasonably require in order to Manufacture the Compound at Salix’s sole cost and expense, provided that the technical assistance is for no more than [*] (equal to [*] work hours each). [*] shall also promptly grant to such Third Party Manufacturer a Third Party Manufacturer License, provided that Salix shall compensate [*] in the manner set forth in Schedule 2.5(d), subject to all of the limitations set forth in such Schedule including the limitation with respect to the [*] year duration of such obligations and Schedule 1.31, Section III.
Second Source. DEPOMED shall be entitled to qualify a second source for Product manufacture and related activities provided, however, that upon such qualification DEPOMED shall not purchase more than an amount estimated in good faith to be [***] of its annual requirements of Product from such source during the term of this Agreement. The parties agree that DEPOMED will consider in good faith any proposal from Patheon Inc. or any of its Affiliates to become DEPOMED’s second source supplier. The implementation of this Section 10.8 shall not limit DEPOMED’s rights under Section 10.7. DEPOMED’s rights pursuant to Sections 10.7 and 10.8 shall be cumulative and not in substitution for each other. The manufacturing party used pursuant to Section 10.7 may be the second source qualified by DEPOMED pursuant to this Section 10.8, a different manufacturer, or DEPOMED itself. MOVA shall provide reasonable assistance to DEPOMED in qualifying a second source pursuant to this Section 10.8.
Second Source. Selecta will arrange for a second source supplier for, and ensure that Selecta or a Third Party manufacturer will have sufficient inventory of, Licensed Products for Commercialization.
Second Source. The Parties acknowledge that Jazz may need to provide an additional second source to its existing fabrication facilities. The Jazz Second Source shall supply Wafers at the same price, schedule, and other terms and conditions then existing at the Newport Beach Fab facility.
