THAT
*****Omitted pursuant to a confidential treatment request.
6
ACORDA SHALL ONLY BE OBLIGATED TO USE COMMERCIALLY REASONABLE EFFORTS TO COMPEL
SUCH ACTIVITY OR TO REFRAIN FROM PERFORMING SUCH ACTIVITY.
THE JMC SHALL HAVE
ONLY THE POWERS ASSIGNED EXPRESSLY TO IT IN THIS AGREEMENT AND SHALL NOT HAVE
ANY POWER TO AMEND, MODIFY OR WAIVE COMPLIANCE WITH THIS AGREEMENT OR THE ACORDA
THIRD PARTY AGREEMENTS.
(B)
NO LIMITATION ON REMEDIES.
NOTHING IN THIS
SECTION 2.4 SHALL AFFECT THE RIGHT OF A PARTY TO EXERCISE ITS RIGHTS OR REMEDIES
FOR A BREACH OF THIS AGREEMENT BY THE OTHER PARTY.
2.5
THIRD PARTY MANUFACTURERS.
WHERE THIS
AGREEMENT PROVIDES THAT ACORDA SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN THE CONSENT OF OR RESPONSE FROM ONE OF ITS THIRD PARTY MANUFACTURERS,
THEN, TO THE EXTENT THAT LICENSEE HAS BEEN ALLOWED TO INTERACT DIRECTLY WITH
SUCH THIRD PARTY MANUFACTURER WITH RESPECT TO SUCH MATTERS, LICENSEE SHALL ALSO
BE REQUIRED TO USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN SUCH RESULT.
3.
SUPPLY
3.1
EXCLUSIVE SUPPLY.
EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, LICENSEE SHALL EXCLUSIVELY PURCHASE FROM ACORDA ALL
PRODUCT IN ORDER TO MEET LICENSEE'S AND ITS AFFILIATES' AND THIRD PARTY
DISTRIBUTORS' REQUIREMENTS OF THE PRODUCT.
3.2
GENERAL SCOPE OF SERVICES.
ACORDA SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO MANUFACTURE, OR ARRANGE FOR A THIRD
PARTY(IES) TO MANUFACTURE, AND SUPPLY LICENSEE'S REQUIREMENTS OF PRODUCT FOR USE
IN THE FIELD IN THE TERRITORY PURSUANT TO THE LICENSE AGREEMENT IN FINAL,
PACKAGED, LABELED FORM; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL BE SUBJECT
TO ACORDA'S AND ITS THIRD PARTY MANUFACTURER(S)' CAPACITY AND ABILITY TO
MANUFACTURE SUCH QUANTITIES IN THEIR CURRENT MANUFACTURING FACILITIES, TAKING
INTO ACCOUNT ACORDA'S AND SUCH THIRD PARTY MANUFACTURER(S)' RESPONSIBILITIES TO
MANUFACTURE THE PRODUCT FOR USE OUTSIDE THE TERRITORY OR OUTSIDE THE FIELD AND
TO MANUFACTURE OTHER PHARMACEUTICAL PRODUCTS.
3.3
QUALITY AGREEMENT.
PROMPTLY AFTER THE
EFFECTIVE DATE, THE PARTIES SHALL NEGOTIATE AND EXECUTE A "QUALITY AGREEMENT"
SPECIFYING THE TESTING, STORAGE, RELEASE, CGMP, REGULATORY AND OTHER QUALITY
ASSURANCE REQUIREMENTS RELATING TO MANUFACTURE AND SHIPMENT OF PRODUCT BY OR ON
BEHALF OF ACORDA UNDER THIS AGREEMENT. TO THE EXTENT THAT ACORDA OR AN ACORDA
THIRD PARTY MANUFACTURER SUPPLYING PRODUCT HEREUNDER REASONABLY REQUESTS,
LICENSEE SHALL ALSO ENTER INTO A "QUALITY AGREEMENT" WITH SUCH THIRD PARTY
MANUFACTURER REGARDING SUPPLY OF PRODUCT.
3.4
THIRD PARTY MANUFACTURERS.
LICENSEE
ACKNOWLEDGES AND AGREES THAT THE PROVISIONS SET FORTH IN THIS AGREEMENT ARE
SUBJECT TO THE REQUIREMENTS AND LIMITATIONS OF THE AGREEMENTS SET FORTH IN
EXHIBIT A, INCLUDING THE ELAN SUPPLY AGREEMENT (COLLECTIVELY, SUCH AGREEMENTS,
THE "ACORDA SUPPLY AGREEMENTS").
EXHIBIT A MAY BE UPDATED BY ACORDA FROM TIME
TO TIME AFTER THE DATE HEREOF UPON ACORDA PROVIDING TO LICENSEE TRUE AND CORRECT
COPIES OF ANY ADDITIONAL AGREEMENTS TO BE LISTED ON SUCH EXHIBIT A; PROVIDED,
HOWEVER, THAT ACORDA SHALL, PRIOR TO EXECUTING OR OTHERWISE AGREEING TO BE BOUND
BY ANY SUCH ADDITIONAL AGREEMENT, (I) SUPPLY MATERIAL DRAFTS, INCLUDING THE
FINAL DRAFT, OF SUCH AGREEMENT TO LICENSEE FOR ITS REVIEW, (II) ALLOW LICENSEE
TO COMMENT ON SUCH