Common use of Alternate Source Clause in Contracts

Alternate Source. Customer may qualify, at its discretion and cost, one or more Third Parties or itself or any of its Affiliates as contract manufacturers of Product (an “Alternate Source”) as it deems necessary or desirable for any reason, and, subject to Customer’s minimum purchase obligations set forth in Section 5.4 of this Agreement, may obtain Product from such Alternate Source. Customer will notify BVL within [*] of any decision to retain and or qualify an Alternate Source in addition to those already qualified. Quantities of Product to be obtained from an Alternate Source will not be included in the Forecasts. Furthermore, Customer’s minimum purchase obligations under this Agreement shall not apply if: (a) BVL has failed to fulfill Customer’s Purchase Orders of Product for a period of more than [*] and such Purchase Orders have been placed according to the terms of this Agreement; (b) BVL does not accept a Purchase Order placed by Customer in accordance with the terms of this Agreement; (c) BVL is not in compliance with Applicable Law with respect to the Facilities or the Manufacture of Product and is unable to cure such non-compliance within thirty (30) days following receipt of written notice from Customer; (d) an event of Force Majeure has occurred which affects or which Customer reasonably believes will affect BVL’s ability to supply Product for a period of at least [*]; or (e) BVL remains in material breach of this Agreement after written notice by Customer and an opportunity to cure such defect pursuant to Section 12.4.

Alternate Source. Notwithstanding the provisions of Section 4.1, Customer may qualify, at its discretion and cost, one or more Third Parties or itself or any of its Affiliates as contract manufacturers of Product (an “Alternate Source”) as it deems necessary or desirable for any reasonto ensure uninterrupted supply of Product in the Territory, and, subject to Customer’s minimum purchase obligations set forth in Section 5.4 of this Agreement, and may obtain a quantity as mutually agreed in writing between the Parties of Product from such Alternate SourceSource in order to qualify and maintain such Alternate Source as a Product manufacturer. Customer will notify BVL within [*] thirty (30) days of any decision to retain and or qualify an Alternate Source in addition to those already qualifiedSource. Quantities of Product to be obtained from an Alternate Source for such purposes will not be included in the Forecasts. Furthermore, Customer’s minimum exclusive purchase obligations under this Agreement Section 4.l shall not apply if: (a) BVL has failed to fulfill Customer’s Purchase Orders of Product for a period of more than [*] three (3) consecutive months and such Purchase Orders have been placed according to the terms of this Agreement; (b) BVL does not accept a Purchase Order placed by Customer in accordance with the terms of this Agreement; (c) BVL is not in compliance with Applicable Law with respect to the Facilities or the Manufacture of Product and is unable to cure such non-compliance within thirty (30) days following receipt of written notice from Customer; (d) an event of Force Majeure has occurred which affects or which Customer reasonably believes will affect BVL’s ability to supply Product for a period of at least [*]three (3) months; or (e) BVL remains in material breach of this Agreement after written notice by Customer and an opportunity to cure such defect pursuant to Section 12.412.3. In the case of a Force Majeure or other failure to supply compliant Product to Customer, Customer may use an Alternate Source to supply Customer’s requirements of Product until BVL is objectively able to recommence production.