Common use of Third Party Manufacturing Clause in Contracts

Third Party Manufacturing. If Orphan Medical is unable to manufacture or supply the quantity of Product ordered by Celltech in accordance with this Agreement for any reason whatsoever, including, without limitation, by reason of an event described in Section 16.1 (Events of Force Majeure), Celltech shall have the right at its sole election to (A) take over the manufacture of the Product or appoint a Third Party manufacturer to fulfill Orphan Medical's manufacturing and supply obligations under this Agreement thereafter through the remaining Term of this Agreement and/or (B) purchase the API from Orphan Medical and itself convert, or appoint a Third Party manufacturer to convert, the API into Product through the Term of the Agreement; provided, however, such right shall be exercisable only if (1) Orphan Medical's inability to manufacture or supply the Product could reasonably be expected to result in a period of time of at least three (3) months during which less than fifty percent (50%) of Product ordered pursuant to Celltech's last firm purchase order would be available to Celltech for commercial sale, (2) Celltech provides reasonable evidence of its ability to procure a Third Party manufacturer or take over the manufacture of the Product or the API more rapidly than Orphan Medical could restart production and supply of Product, and (3) Orphan Medical's inability to manufacture or supply Product did not result, wholly or in part, from a breach by Celltech of its obligations hereunder. Orphan Medical shall provide Celltech with all reasonable assistance in taking over or obtaining and qualifying a Third Party manufacturer, including without limitation, licensing its Manufacturing Know-How to Celltech and/or such Third Party manufacturer solely for the purpose of manufacturing the API and/or the Product pursuant to this Section 2.1(b).

Third Party Manufacturing. If Orphan Medical is unable to manufacture or supply the quantity of Product ordered by Celltech in accordance with this Agreement for any reason whatsoever, including, without limitation, by reason of an event described in Section 16.1 (Events of Force Majeure), Celltech shall have the right at its sole election to (A) take over the manufacture of the Product or appoint a Third Party manufacturer to fulfill Orphan Medical's ’s manufacturing and supply obligations under this Agreement thereafter through the remaining Term of this Agreement and/or (B) purchase the API from Orphan Medical and itself convert, or appoint a Third Party manufacturer to convert, the API into Product through the Term of the Agreement; provided, however, such right shall be exercisable only if (1) Orphan Medical's ’s inability to manufacture or supply the Product could reasonably be expected to result in a period of time of at least three (3) months during which less than fifty percent (50%) of Product ordered pursuant to Celltech's ’s last firm purchase order would be available to Celltech for commercial sale, (2) Celltech provides reasonable evidence of its ability to procure a Third Party manufacturer or take over the manufacture of the Product or the API more rapidly than Orphan Medical could restart production and supply of Product, and (3) Orphan Medical's ’s inability to manufacture or supply Product did not result, wholly or in part, from a breach by Celltech of its obligations hereunder. Orphan Medical shall provide Celltech with all reasonable assistance in taking over or obtaining and qualifying a Third Party manufacturer, including without limitation, licensing its Manufacturing Know-How to Celltech and/or such Third Party manufacturer solely for the purpose of manufacturing the API and/or the Product pursuant to this Section 2.1(b).