Alternative Supplier. Savient shall have the right to establish an alternative supplier for Bulk Product for up to twenty percent (20%) of its annual world-wide Bulk Product requirements; provided, however,
Alternative Supplier. Roka shall have the right to contract with a Third Party (“Alternative Supplier”) reasonably acceptable to Gen-Probe to Manufacture and fill Roka’s requirements for Panther Instruments if (a) Gen-Probe provides notice of intent not to renew this Supply Agreement pursuant to Section 9.1 hereof, (b) Roka terminates this Supply Agreement pursuant to Section 9.2 (but only with respect to a material breach by Gen-Probe of its obligations under Section 2.4, Section 5.5, Section 5.9 or Section 5.10) or Section 9.3 or (c) during the Term of this Supply Agreement (i) Gen-Probe becomes bankrupt or insolvent or (ii) Gen-Probe ceases production of the Panther Instruments for any other reason (each of the foregoing events described in clauses (a), (b) or (c) above referred to as an “Alternative Supplier Trigger”). The parties acknowledge and agree that Stratec Biomedical Systems AG (“Stratec”) qualifies as an “Alternative Supplier” hereunder. In the event Roka’s rights to contract with an Alternative Supplier under this Article 8 are triggered, Gen-Probe will (i) allow Stratec to act as the Alternative Supplier to Roka hereunder and (ii) waive any covenants or other applicable restrictions in connection therewith. In the event that an Alternative Supplier Trigger occurs and Roka elects to contract with an Alternative Supplier, Roka shall provide written notice of such election to Gen-Probe (“Alternative Supplier Notice”). Roka acknowledges that it shall not have a right to purchase Panther Instruments from an Alternative Supplier under clause (a) above until expiration of the then current term of the Supply Agreement, provided that Gen-Probe continues to fully perform its obligations under this Supply Agreement during the period following notice of non-renewal of this Supply Agreement (the “Non-Renewal Window”). For the avoidance of doubt, Roka shall have the right during the Non-Renewal Window to take all steps necessary to prepare for and ensure that, through its Alternative Supplier, it will have an uninterrupted supply of Panther Instruments upon expiration of this Supply Agreement, including entering into a supply agreement with the Alternative Supplier, and Gen-Probe shall cooperate with and assist Roka during the Non-Renewal Window in accordance with Section 8.2 below.
Alternative Supplier. At any time, SIENNA may elect to qualify a secondary supplier of the Materials (whereby SIENNA will remain obligated to purchase at least [***] percent ([***]%) of its requirements for the Materials from NANOCOMPOSIX) and [***] and secure the transfer from NANOCOMPOSIX of [***] technology necessary for the manufacture of the Materials by such secondary supplier, in which instance the purchase price will be [***] Dollars ($[***]) and NANOCOMPOSIX will grant to SIENNA and its Affiliates, and hereby grants to SIENNA and its Affiliates, effective immediately upon such payment, [***], a royalty-free, fully-paid up, exclusive license, with the right to sublicense pursuant to Section 3.2 of the Agreement, under NANOCOMPOSIX’S rights to the Materials, to make, have made, use, have used, sell, have sold, offer to sell, have offered for sale, import and have imported Licensed Products in the Field in the Territory.
Alternative Supplier. Either Party may retain a third party to provide Services in the event that (i) a disaster lasts in excess of twenty-four (24) consecutive hours or more than thirty-six (36) hours during any thirty (30) day period, or (ii) impacts Administrator’s ability to perform the Services in accordance with the Service Levels. Customer will continue to pay Administrator the appropriate Charges for the Services during such time. Upon completion of a disaster, Administrator will, as soon as reasonably practicable, provide Customer with an incident report detailing the reason for the disaster and all actions taken by Administrator to resolve the disaster.
Alternative Supplier. Subject to the Electricity Retailer having entered into the Company’s use of system agreement, the Customer may elect to receive Services from an Electricity Retailer. If the Customer elects to receive Services from a Retailer, the Customer must not give less than thirty (30) days Customer Notice to the Company of the Customer’s intention to take Services from that Retailer. In that event the Customer will remain liable for all amounts owing to the Company under these Terms.
Alternative Supplier. (a) Subject to the provisions of Section 2.1, nothing in this Agreement shall preclude Client, at anytime during this Agreement, from qualifying an alternate supplier to provide manufacturing services for Product(s); provided, however, that Client otherwise complies all of its obligations under this Agreement.
Alternative Supplier. Agilent acknowledges that (i) it is the intent of Customer to establish an alternative supplier to manufacture Product and (ii) in the process of establishing such an alternative supplier Customer will discuss the Product and Customer’s Know-How, subject to Article 14. Customer shall be free to disclose to any such actual or proposed alternative supplier the Process overview set forth in Exhibit H.
Alternative Supplier. In the event that: (a) PCA fails to fulfil its obligations under this Agreement for whatever reason or (b) this Agreement is terminated by the mutual agreement of the Parties or pursuant to Sections 13.2 or 13.4 owing to a default by PCA, AMYLYX shall have the right to: (i) obtain all API from an alternate supplier, (ii) produce all API itself until such failure is corrected to the reasonable satisfaction of AMYLYX. In the case referred to in point (i) above, upon request, AMYLYX, will receive PCA’s assistance and cooperation in good faith in finding and qualifying an alternative source of supply. In the event PCA has reason to believe that it will be unable to fill an order for the API for a period lasting more than [***] months, PCA shall immediately notify AMYLYX and the provisions of this Section 13.6 shall apply. The choice of the alternative supplier shall be at the sole discretion of AMYLYX. AMYLYX has the option to reinstate its orders for the API solely with PCA, except for orders and firm purchase commitments previously placed with the alternate supplier, upon notification and the provision of reasonable evidence from PCA that it has restored its ability to supply the API in accordance with the terms and conditions of this Agreement.
Alternative Supplier. 31.1. After the Effective Date, GUILFORD shall have the right to negotiate directly with MSD IRELAND's or its Affiliate's current third party manufacturers of Finished Product in order that GUILFORD may directly contract with such third party manufacturers prior to December 31, 2004, with respect to Vials, and prior to August 17, 2007, with respect to Bags. GUILFORD's obligations with respect to the purchase of Vials and/or Bags, as the case may be, from MSD IRELAND and MSD IRELAND's obligations with respect to the supply of Vials and/or Bags, as the case may be, shall terminate upon thirty (30) days' notice by GUILFORD to MSD IRELAND that a direct contract between GUILFORD and the applicable third party manufacturer has been executed; provided, that (1) such agreement specifically relieves and releases Merck (to Merck's reasonable satisfaction) from any obligation under Merck's existing agreement with such third party manufacturer with respect to Vials or Bags, as the case may be, for sale in the Territory, and (2) GUILFORD's agreement with such third party manufacturer does not materially adversely affect MSD IRELAND or its Affiliates or its or their business or interests with respect to such third party manufacturer; provided that Merck shall waive any provisions of exclusivity, noncompetition or the like in such third party agreement that would limit GUILFORD's ability to directly contract with such third party manufacturers, and agree to the amendment of Merck's agreements with such third party manufacturers to reflect the direct supply of Supplied Product from such third party manufacturers to GUILFORD in the Territory. In the event GUILFORD shall execute a direct contract with a third party manufacturer as contemplated in the foregoing sentence, GUILFORD shall be obligated to purchase from MSD IRELAND any MSD IRELAND inventory of Materials, work-in-progress or Finished Product to the extent such Materials, *The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. work-in-progress or Finished Product were procured or created in response to Firm Orders submitted by GUILFORD to MSD IRELAND.
Alternative Supplier. (a) Subject to the provisions of Section 5.1, nothing in this Agreement shall preclude Durata, at anytime during this Agreement, from qualifying an alternate supplier to provide manufacturing services for the Product; provided, however, that Durata will be responsible for all of the costs and expenses of such qualification, will not disclose or use any of Hospira’s Confidential Information for such purposes and otherwise complies all of its obligations under this Agreement.
