Provision Language
2. Supply and Other Responsibilities
2.8 Step in Rights of Novavax. Unless there is [***] in the event SIIPL is unable to fulfil its commitments towards supply of [***] volumes of the Product within a particular country in the SIIPL Territory (“Shortfall”), then, for each such case of Shortfall on a case-by-case and country-by-country bases, Novavax may provide SIIPL a written notice of [***] that if SIIPL is unable to remedy the Shortfall within said period of [***] (“Shortfall Notice”), then Novavax may, temporarily, step- in to manufacture and commercialize or cause the manufacture and commercialization of the remainder of the agreed volumes of the Product for that particular Shortfall. Once the agreed supply volumes have been achieved and the Shortfall has been remedied, Novavax shall cease forthwith from any further commercialization of Product within the applicable country in the SIIPL Territory and SIIPL shall resume all its rights and obligations towards manufacture and commercialize of the Product within the applicable country in SIIPL Territory. Nothing agreed herein shall be deemed or interpreted to affect the license rights granted to SIIPL hereunder for commercialisation of the Product within the SIIPL Territory, provided that if SIIPL is unable to remedy any Shortfall within [***] of receipt of the Shortfall Notice, then the Parties agree to mutually decide on the terms and conditions thereafter [***]. The Parties agree that during the any such [***] notice period to remedy any Shortfall, this Agreement shall otherwise continue to remain in force.
