Replacement Right Clause Samples
A Replacement Right clause grants one party the ability to substitute a product, service, or individual with another of equivalent or agreed-upon quality and specifications. In practice, this clause is often used in supply or service agreements, allowing a supplier to provide a replacement item if the original is defective, unavailable, or otherwise unsuitable, or permitting an employer to replace a designated employee assigned to a project. The core function of this clause is to ensure continuity and flexibility in contractual performance, minimizing disruptions and addressing issues that may arise from non-performance or unavailability.
Replacement Right. Until [*****], subject to the composition restrictions under Section 3.2, the clearance mechanism under Section 3.4 and, if applicable, Section 3.5.1, and subject to Sections 2.1.3 and 2.1.4 with respect to the LNP Technology, GSK has the right to replace any of the then-current Products with a CureVac mRNA-Based vaccine or CureVac mRNA-Based Antibody that consists of a different primary Antigen or primary Antibody respectively, and which may target a different Pathogen or combination of Pathogens, other than an Excluded Pathogen ("Replacement Right"), provided that GSK may exercise its Replacement Right a maximum of [*****] times. GSK may replace a Product with (i) a new CureVac mRNA-Based vaccine or CureVac mRNA-Based Antibody (including for the same Pathogen or combination of Pathogens, but with a different primary Antigen or primary Antibody), or (ii) a CureVac mRNA-Based vaccine or CureVac mRNA-Based Antibody which is, at the time when GSK exercises its Replacement Right, under development by CureVac outside the scope of this Agreement (each, a "Replacement Product"). For the purposes of this Section 3.6, "under development by CureVac" shall mean that CureVac has generated Proof of Concept Data with respect to the Replacement Product.
Replacement Right. ▇▇▇ reserves the right to replace ▇▇▇’ staff, contractors or subcontractors for performing the Services at any time during the Service Term without giving notice to the Customer.
Replacement Right. If, after reasonable consultation, ViaSat and Loral are unable to reach agreement concerning the terms and conditions of their joint financial participation in a satellite to replace the Satellite before the end of its useful life, ViaSat shall have the right (but not the obligation) to purchase the Loral Payload from Loral (at no cost) and replace the Loral Payload with an alternative payload on an alternate satellite (“Alternate Satellite”) with equal or better capacity and coverage as the Loral Payload (“Substitute Payload”) with reasonably minimal interruption in service or changeover costs to Loral or its customers. ViaSat shall provide the Substitute Payload for use by Loral through the projected End of Life of the Satellite (“Original Satellite Life”) at no additional cost to Loral on terms and conditions that preserve for Loral benefits equivalent to those contemplated by this Agreement, including without limitation its rights under Section 7.1. ViaSat shall provide Loral with access to the Substitute Payload for the life of the Alternate Satellite beginning after the Original Satellite Life (such period referred to herein as the “Follow On Period”) on terms and pricing consistent with Article 3 above, with appropriate reduction in price to reflect the shorter duration of the Follow On Period. Loral shall (at ViaSat’s expense) cooperate, as ViaSat shall reasonably request, in all necessary or appropriate regulatory actions and proceedings to effectuate the foregoing.
Replacement Right. ELAN shall have the right at any time during the Research Program Term to propose that any additional Target that ELAN reasonably believes based on published literature or proprietary data is useful within the Target Selection Field and that is not an Excluded Target replace a Program Target, by providing written notice to ARCHEMIX. ARCHEMIX shall accept or refuse the additional Target within [***] days after receipt of such notice from ELAN. A Target proposed by ELAN for inclusion in the Research Program shall only be refused by ARCHEMIX in good faith, and only if: (1) it is an [***], (2) ARCHEMIX is prohibited by an executed contract from licensing Aptamers against such Target to ELAN, subject to the procedure set forth in the definition of ARCHEMIX Decision (Section 1.16(e)), (3) ARCHEMIX is in active negotiations, as[***] by [***] with a Third Party with respect to a license, collaboration or similar agreement relating to Aptamers against such Target, Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
Replacement Right. JOS reserves the right to replace ▇▇▇’ staff, contractors or subcontractors for performing the Services at any time during the Service Term without giving notice to the Customer.