Common use of STANDBY ARRANGEMENTS Clause in Contracts

STANDBY ARRANGEMENTS. The parties have entered into this Article 10.5 in order to provide to IMED the ability to obtain and sell the Products and Accessories in the Territory under circumstances where, notwithstanding the sequential application of the above provisions and the efforts of the Parties hereto to perform this Agreement in good faith so as to continue their relationships as contemplated herein, DEBIOTECH is no longer able to, or does not, satisfy its obligations to provide IMED with its reasonable requirements of Products and Accessories as contemplated herein. Accordingly, in those cases where the Parties have been unable to resolve a Supply Interruption problem pursuant to Article 10.4 through their mutual assistance of the first source manufacturer or the transfer of manufacture to a second source manufacturer selected by DEBIOTECH, the second step in the resolution process will be either for IMED to contract directly with SAGEM, Plastic Omnium or other first source manufacturer, as the case may be, pursuant to a Standby Agreement, or for IMED to assume direct responsibility for such manufacture pursuant to the Standby License, in either case, in accordance with the respective provisions which follow.

STANDBY ARRANGEMENTS. The parties have entered into this Article 10.5 in order to provide to IMED the ability to obtain and sell the Products and Accessories in the Territory under circumstances where, notwithstanding the sequential application of the above provisions and the efforts of the Parties hereto to perform this Agreement in good faith so as to continue their relationships as contemplated herein, DEBIOTECH is no longer able to, or does not, satisfy its obligations to provide IMED with its reasonable requirements of Products and Accessories as contemplated herein. Accordingly, in those cases where the Parties have been unable to resolve a Supply Interruption problem pursuant to Article 10.4 through their mutual assistance of the first source manufacturer or the transfer of manufacture to a second source manufacturer selected by DEBIOTECH, the second step in the resolution process will be either for IMED to contract directly with SAGEM[CONFIDENTIAL TREATMENT REQUESTED], Plastic Omnium [CONFIDENTIAL TREATMENT REQUESTED] or other first source manufacturer, as the case may be, pursuant to a Standby Agreement, or for IMED to assume direct responsibility for such manufacture pursuant to the Standby License, in either case, in accordance with the respective provisions which follow.