Common use of Third Source Clause in Contracts

Third Source. Clause 7 of the Elan Supply Agreement is amended by the addition of the following Clause 7.9: In the event of failures by the Manufacturer to supply Product which would, if by Elan, constitute Serious Failure to Supply or Force Majeure, then: 7.9.1 Acorda shall be entitled by written notice to Elan to require the establishment of a third source of supply of the Product (“Third Source”); 7.9.2 at Acorda’s election, the Third Source shall be either (1) another Elan facility; or (2) the facility of a third party of Acorda’s choice, reasonably acceptable to Elan; 7.9.3 if the Third Source is that of a third party, then: 7.9.3.1 Acorda shall be entitled to qualify the facility of the Third Source. For this purpose, Elan shall provide the assistance and documentation required under Clause 7.1, and subject to the same provisions. Elan, Acorda and the operator of the Third Source shall negotiate in good faith a detailed technology transfer plan and technology transfer agreement for the purposes of effecting such transfer. As between Acorda and Elan, the costs of such transfer, including work performed by Elan, shall be paid by Acorda. 7.9.3.2 Following such technology transfer, the Third Source and its operator shall be deemed to replace the Second Source and the Manufacturer respectively for all purposes of this Agreement, other than this Clause 7.9. Without prejudice to the generality of the foregoing, Acorda shall not be entitled to purchase further supplies of Product from Patheon Inc., and for the avoidance of doubt, the compensating payment referred to in Clause 9.5 shall apply in respect of Product sourced from the Third Source. Further, Acorda shall procure that Manufacturer forthwith returns, or at Elan’s option destroys, all Confidential Information of Elan in its possession or control. Further Provisions

Third Source. Clause 7 of the Elan Supply Agreement is amended by the addition of the following Clause 7.9: In the event of failures by the Manufacturer to supply Product which would, if by Elan, constitute Serious Failure to Supply or Force Majeure, then: 7.9.1 Acorda shall be entitled by written notice to Elan to require the establishment of a third source of supply of the Product (“Third Source”); 7.9.2 at Acorda’s election, the Third Source shall be either (1) another Elan facility; or (2) the facility of a third party of Acorda’s choice, reasonably acceptable to Elan; 7.9.3 if the Third Source is that of a third party, then: 7.9.3.1 Acorda shall be entitled to qualify the facility of the Third Source. For this purpose, Elan shall provide the assistance and documentation required under Clause 7.1, and subject to the same provisions. Elan, Acorda and the operator of the Third Source shall negotiate in good faith a detailed technology transfer plan and technology transfer agreement for the purposes of effecting such transfer. As between Acorda and Elan, the costs of such transfer, including work performed by Elan, shall be paid by Acorda. 7.9.3.2 Following such technology transfer, the Third Source and its operator shall be deemed to replace the Second Source and the Manufacturer respectively for all purposes of this Agreement, other than this Clause 7.9. Without prejudice to the generality of the foregoing, Acorda shall not be entitled to purchase further supplies of Product from Patheon Inc., and for the avoidance of doubt, the compensating payment referred to in Clause 9.5 shall apply in respect of Product sourced from the Third Source. Further, Acorda shall procure that Manufacturer forthwith returns, or at Elan’s option destroys, all Confidential Information of Elan in its possession or control. Further Provisions.