Common use of Second Source Clause in Contracts

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.