Second Supplier Sample Clauses
The 'Second Supplier' clause defines the rights and procedures for engaging an alternative supplier if the primary supplier fails to meet contractual obligations. Typically, this clause outlines the conditions under which the buyer may source goods or services from a secondary provider, such as persistent delays or quality issues with the original supplier. Its core function is to ensure continuity of supply and protect the buyer from disruptions, thereby allocating risk and providing a clear remedy for supplier non-performance.
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Second Supplier. 7.2.1 Sanquin shall enter into one or more manufacturing agreement(s) (“Subcontracting Agreement”), as the case may be, with one or more third party manufacturer(s), reasonably acceptable to ViroPharma, including possibly CAF-DCF, (“Second Supplier”), pursuant to which Subcontracting Agreement the Second Supplier shall be in a position to manufacture certain quantities of ViroPharma Product for the HAE-indication to be agreed upon by the Parties and to be included in the Capacity Schedule, and to provide for a back-up manufacturing facility in order to reasonably secure the manufacturing of ViroPharma Product under this Agreement (including in the event that Sanquin’s Manufacturing Facility is temporarily out of operation). Timing of the entry into of the Subcontracting Agreement, the terms of the Subcontracting Agreement (including but not limited to prices) and the identity of the Second Supplier shall be discussed and agreed between the Parties within the scope of the JSC. Sanquin shall provide ViroPharma with a complete and accurate copy of each Subcontracting Agreement and any subsequent amendments, all of which shall be in writing.
7.2.2 In addition, in the event of any of the following events occurring during the Term:
(a) the sale, lease, transfer, conveyance, or other disposition of all or substantially all of Sanquin’s assets;
(b) the dissolution of Sanquin;
(c) ViroPharma’s termination of this Agreement as a result of Sanquin’s uncured material breach;
(d) Sanquin’s termination of this Agreement in accordance with Section 10.1.1 below (for the avoidance of doubt: such event not including the termination of this Agreement upon expiry of the 18-year-renewal period as referred to in Section 10.1.1);
(e) Sanquin files for bankruptcy;
(f) a Force Majeure Event, and only if such event shall result in Sanquin (including any successor of Sanquin) permanently ceasing to manufacture the ViroPharma Product, Sanquin hereby (i) grants and shall grant to ViroPharma a *** (except as set forth in Section 7.2.4) perpetual license and access to the Sanquin Technology; and (ii) assigns and shall assign to ViroPharma each of the Subcontracting Agreements; provided that Sanquin shall remain liable with respect to any liabilities or obligations thereunder relating to the period prior to the effective date of such assignment. Each Subcontracting Agreement shall provide that the Second Supplier shall in such event still be entitled to use the Sanquin Technology in orde...
Second Supplier. Cypress shall have the right to qualify a second supplier in the event that ▇▇▇▇▇▇ ▇▇▇▇▇ has not qualified a second manufacturing site for API (which can be either a second workshop located in the Gaillac facilities or a sub-contractor manufacturing site) or has not constituted a safety stock of API (the amount of which will be defined in the Supply Agreement) at a certain deadline to be mutually agreed in the Supply Agreement. In such a case, Cypress agrees that it will not activate the second supplier unless ▇▇▇▇▇▇ ▇▇▇▇▇ is unable to supply Cypress with the requested quantities of API as determined in the Supply Agreement.
Second Supplier. 6.5.1. Sanquin shall use commercially reasonable efforts to enter into one or more manufacturing agreement(s) (“Subcontracting Agreement”), as the case may be, with one or more Affiliates, including possibly CAF-DCF, and/or Third Party subcontractors reasonably acceptable to VBI (“Second Supplier”), pursuant to which Subcontracting Agreement the Second Supplier shall be in a position to manufacture certain quantities of Intermediates and/or Product to be agreed upon by the Parties and to be included in the Capacity Schedule, and to provide for a back-up manufacturing facility in order to reasonably secure the manufacturing of Product under this Agreement (including in the event that any Manufacturing Facility is temporarily out of operation). Timing of the entry into of the Subcontracting Agreement, the terms of the Subcontracting Agreement and the identity of the Second Supplier shall be discussed and agreed between the Parties within the scope of the JSC. Sanquin shall provide VBI with a complete and accurate copy of each Subcontracting Agreement and any subsequent amendments, all of which shall be in writing.
6.5.2. In addition, in the event of any of the following events occurring during the Term: a the sale, lease, transfer, conveyance, or other disposition of all or substantially all of Sanquin’s assets;