Common use of Effect of Product Material Adverse Event Clause in Contracts

Effect of Product Material Adverse Event. Following a Product Material Adverse Event, the Parties shall confer and agree upon reduced Base Minimum Purchase Levels that reflect the effect of the Product Material Adverse Event and taking into account the effect on Net Sales of the Product during the one year period following the Product Material Adverse Event, which reduced levels shall be agreed upon no later than thirty (30) days following the first anniversary of the date of Product Material Adverse Event. The revised Base Minimum Purchase Levels shall be retroactively effective from and after the date of the Product Material Adverse Event; provided, however, that until such time as the Parties agree to the revised Base Minimum Purchase Levels, RELIANT shall not be obligated to comply with the Base Minimum Purchase Levels under this Section 6 and shall not be in breach of this Agreement as a result thereof. Failure to reach agreement on revised Base Minimum Purchase Levels shall be resolved through arbitration in accordance with this Agreement. In addition, following a Product Material Adverse Event, the Parties shall confer and agree upon any other appropriate revisions to RELIANT’s obligations with respect to the development and commercialization of the Product pursuant to this Agreement, and RELIANT’s obligations and PRONOVA’s rights under Sections 5.2, 5.4 and 8 shall be suspended until such time as the Parties shall have reached a mutual agreement regarding appropriate revisions thereto.

Effect of Product Material Adverse Event. Following a Product Material Adverse Event, the Parties shall confer and agree upon reduced Base Minimum Purchase Levels that reflect the effect of the Product Material Adverse Event and taking into account the effect on Net Sales of the Product during the one year period following the Product Material Adverse Event, which reduced levels shall be agreed upon no later than thirty (30) days following the first anniversary of the date of Product Material Adverse Event. The revised Base Minimum Purchase Levels shall be retroactively effective from and after the date of the Product Material Adverse Event; provided, however, that until such time as the Parties agree to the revised Base Minimum Purchase Levels, RELIANT shall not be obligated to comply with the Base Minimum Purchase Levels under this Section 6 and [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. shall not be in breach of this Agreement as a result thereof. Failure to reach agreement on revised Base Minimum Purchase Levels shall be resolved through arbitration in accordance with this Agreement. In addition, following a Product Material Adverse Event, the Parties shall confer and agree upon any other appropriate revisions to RELIANT’s obligations with respect to the development and commercialization of the Product pursuant to this Agreement, and RELIANT’s obligations and PRONOVA’s rights under Sections 5.2, 5.4 and 8 shall be suspended until such time as the Parties shall have reached a mutual agreement regarding appropriate revisions thereto.