Common use of Transitional Matters Clause in Contracts

Transitional Matters. (a) The exercise by Purchaser or Andrx of the right to terminate this Agreement under Section 6.2 will not affect any Purchase Order that was delivered to Andrx and accepted by Andrx in accordance with this Agreement and that is outstanding * filed under application for confidential treatment on the date that such right is exercised, except that, in the case of a termination by Purchaser pursuant to Section 6.2.3, Purchaser will have the right to terminate any outstanding Purchase Order in whole or in part. (b) Andrx agrees that the continuity of supply of Products is critical to the success of Purchaser’s business. In the event that either party terminates this Agreement, Andrx will use commercially reasonable efforts (subject to cost allocations as provided below) to provide for the continued supply of Products to Purchaser on the terms (including pricing) under this Agreement, and an amicable transition of manufacture of the Products. If Purchaser terminates this Agreement, Andrx will use commercially reasonable efforts to assist Purchaser in the transfer of the manufacturing of the Products to a manufacturer of Purchaser’s choosing, provided such manufacturer agrees, in a writing reasonably acceptable to Andrx, to limit its application of the manufacturing know-how it obtains by or through Andrx for the application of the ▇▇▇▇ technology solely to the Products. In addition, in the event Purchaser terminates this Agreement pursuant to Section 6.2.3, Andrx shall, if requested by Purchaser, continue to fill orders for Products in accordance with this Agreement, until such time as the new site for manufacturing the Products is qualified by the FDA to manufacture the Products not to exceed [xxxx]*. (c) In the case of [xxxx]*, unless such transition is caused by a termination of this Agreement due to Force Majeure, [xxxx]* shall be responsible for the payment of all reasonable third party costs and out of pocket expenses incurred by [xxxx]* in performing any activities relating to the manufacturing transfer of [xxxx]*, if [xxxx]* requests such transfer. (d) In the case of [xxxx]*, if such transition is a result of [xxxx]* breach of this Agreement or is caused by a termination of this Agreement due to Force Majeure, then [xxxx]* shall be responsible for the payment of all reasonable third party costs and out of pocket expenses incurred by [xxxx]* relating to the manufacturing transition of [xxxx]*. (e) In the case of any transition of the manufacturing other than due to the circumstances contemplated in subsections (c) and (d) above, including, without limitation, due to [xxxx]* excess capacity needs as contemplated by Section 2.2 or upon a permitted termination by [xxxx]* without cause pursuant to Article VI, then [xxxx]* shall be responsible for the payment of all reasonable third party costs and out of pocket expenses relating to the manufacturing transition. (f) Upon termination of this Agreement other than for breach by Andrx (or such later completion of Andrx’s commitment to supply Product hereunder following a termination for other than breach), Purchaser shall reimburse Andrx for all unused raw materials and packaging purchased by Andrx in accordance with outstanding forecasts for the succeeding two calendar quarters; provided, that, if requested by Purchaser, Andrx shall use commercially reasonable efforts to utilize such unused materials into the market and, to the extent not utilized, shall deliver such unused raw materials and packaging to Purchaser or its designee. Upon termination of this Agreement by Purchaser for breach * filed under application for confidential treatment by Andrx, Purchaser shall have no obligation to reimburse Andrx for unused raw materials and packaging.

Transitional Matters. (a) The exercise by Purchaser or Andrx of the right to terminate this Agreement under Section 6.2 will not affect any Purchase Order that was delivered to Andrx and accepted by Andrx in accordance with this Agreement and that is outstanding * filed under application for confidential treatment on the date that such right is exercised, except that, in the case of a termination by Purchaser pursuant to Section 6.2.3, Purchaser will have the right to terminate any outstanding Purchase Order in whole or in part. (b) Andrx agrees that the continuity of supply of Products is critical to the success of Purchaser’s business. In the event that either party terminates this Agreement, Andrx will use commercially reasonable efforts (subject to cost allocations as provided below) to provide for the continued supply of Products to Purchaser on the terms (including pricing) under this Agreement, and an amicable transition of manufacture of the Products. If Purchaser terminates this Agreement, Andrx will use commercially reasonable efforts to assist Purchaser in the transfer of the manufacturing of the Products to a manufacturer of Purchaser’s choosing, provided such manufacturer agrees, in a writing reasonably acceptable to Andrx, to limit its application of the manufacturing know-how it obtains by or through Andrx for the application of the ▇S▇▇▇ technology solely to the Products. In addition, in the event Purchaser terminates this Agreement pursuant to Section 6.2.3, Andrx shall, if requested by Purchaser, continue to fill orders for Products in accordance with this Agreement, until such time as the new site for manufacturing the Products is qualified by the FDA to manufacture the Products not to exceed [xxxx]*. (c) In the case of [xxxx]*, unless such transition is caused by a termination of this Agreement due to Force Majeure, [xxxx]* shall be responsible for the payment of all reasonable third party costs and out of pocket expenses incurred by [xxxx]* in performing any activities relating to the manufacturing transfer of [xxxx]*, if [xxxx]* requests such transfer. (d) In the case of [xxxx]*, if such transition is a result of [xxxx]* breach of this Agreement or is caused by a termination of this Agreement due to Force Majeure, then [xxxx]* shall be responsible for the payment of all reasonable third party costs and out of pocket expenses incurred by [xxxx]* relating to the manufacturing transition of [xxxx]*. (e) In the case of any transition of the manufacturing other than due to the circumstances contemplated in subsections (c) and (d) above, including, without limitation, due to [xxxx]* excess capacity needs as contemplated by Section 2.2 or upon a permitted termination by [xxxx]* without cause pursuant to Article VI, then [xxxx]* shall be responsible for the payment of all reasonable third party costs and out of pocket expenses relating to the manufacturing transition. (f) Upon termination of this Agreement other than for breach by Andrx (or such later completion of Andrx’s commitment to supply Product hereunder following a termination for other than breach), Purchaser shall reimburse Andrx for all unused raw materials and packaging purchased by Andrx in accordance with outstanding forecasts for the succeeding two calendar quarters; provided, that, if requested by Purchaser, Andrx shall use commercially reasonable efforts to utilize such unused materials into the market and, to the extent not utilized, shall deliver such unused raw materials and packaging to Purchaser or its designee. Upon termination of this Agreement by Purchaser for breach * filed under application for confidential treatment by Andrx, Purchaser shall have no obligation to reimburse Andrx for unused raw materials and packaging.

Transitional Matters. (a) The exercise by Purchaser or Andrx of the right to terminate this Agreement under Section 6.2 will not affect any Purchase Order that was delivered to Andrx and accepted by Andrx in accordance with this Agreement and that is outstanding * filed under application for confidential treatment on the date that such right is exercised, except that, in the case of a termination by Purchaser pursuant to Section 6.2.3, Purchaser will have the right to terminate any outstanding Purchase Order in whole or in part. (b) Andrx agrees that the continuity of supply of Products is critical to the success of Purchaser’s 's business. In the event that either party terminates this Agreement, Andrx will use commercially reasonable efforts (subject to cost allocations as provided below) to provide for the continued supply of Products to Purchaser on the terms (including pricing) under this Agreement, and an amicable transition of manufacture of the Products. If Purchaser terminates this Agreement, Andrx will use commercially reasonable efforts to assist Purchaser in the transfer of the manufacturing of the Products to a manufacturer of Purchaser’s 's choosing, provided such manufacturer agrees, in a writing reasonably acceptable to Andrx, to limit its application of the manufacturing know-how it obtains by or through Andrx for the application of the ▇▇▇▇ technology solely to the Products. In addition, in the event Purchaser terminates this Agreement pursuant to Section 6.2.3, Andrx shall, if requested by Purchaser, continue to fill orders for Products in accordance with this Agreement, until such time as the new site for manufacturing the Products is qualified by the FDA to manufacture the Products not to exceed [xxxx]*.. * filed under application for confidential treatment (c) In the case of [xxxx]*, unless such transition is caused by a termination of this Agreement due to Force Majeure, [xxxx]* shall be responsible for the payment of all reasonable third party costs and out of pocket expenses incurred by [xxxx]* in performing any activities relating to the manufacturing transfer of [xxxx]*, if [xxxx]* requests such transfer.. * filed under application for confidential treatment (d) In the case of [xxxx]*, if such transition is a result of [xxxx]* breach of this Agreement or is caused by a termination of this Agreement due to Force Majeure, then [xxxx]* shall be responsible for the payment of all reasonable third party costs and out of pocket expenses incurred by [xxxx]* relating to the manufacturing transition of [xxxx]*.. * filed under application for confidential treatment (e) In the case of any transition of the manufacturing other than due to the circumstances contemplated in subsections (c) and (d) above, including, without limitation, due to [xxxx]* excess capacity needs as contemplated by Section 2.2 or upon a permitted termination by [xxxx]* without cause pursuant to Article VI, then [xxxx]* shall be responsible for the payment of all reasonable third party costs and out of pocket expenses relating to the manufacturing transition.. * filed under application for confidential treatment (f) Upon termination of this Agreement other than for breach by Andrx (or such later completion of Andrx’s 's commitment to supply Product hereunder following a termination for other than breach), Purchaser shall reimburse Andrx for all unused raw materials and packaging purchased by Andrx in accordance with outstanding forecasts for the succeeding two calendar quarters; provided, that, if requested by Purchaser, Andrx shall use commercially reasonable efforts to utilize such unused materials into the market and, to the extent not utilized, shall deliver such unused raw materials and packaging to Purchaser or its designee. Upon termination of this Agreement by Purchaser for breach * filed under application for confidential treatment by Andrx, Purchaser shall have no obligation to reimburse Andrx for unused raw materials and packaging.