PRIMARY PRODUCT FAILURE Sample Clauses

PRIMARY PRODUCT FAILURE. (i) If (A) GSK is unable to fulfill at least *** of outstanding purchase orders from Third Parties for Primary Product in the Territory as provided in SECTION 3.3.7 (MANUFACTURING; DISTRIBUTION; AND SALE OF PRODUCT) or supply at least *** of the quantities Samples for Primary Product that Allergan is entitled to receive as set forth in the Marketing Plan, (in each case other than as a result of an event arising under SECTION 13.9 (FORCE MAJEURE), any direct or indirect act or omission of Allergan, or any action of any governmental agency or authority or court injunction), including, but not limited to, any manufacturing recall, or, if (B) GSK is otherwise prevented or prohibited from marketing, distributing or selling the Primary Product in the Territory for any reason (other than as a result of an event arising under SECTION 13.9 (FORCE MAJEURE), any direct or indirect act or omission of Allergan, or any action of any governmental agency or authority or court injunction), including, without limitation, as a result of any action of any Primary Product safety concerns on the part of GSK (each situation in (A) and (B) referred to as a "PRIMARY PRODUCT FAILURE"), then as to each Primary Product Failure set forth in (A) and (B), GSK will have *** from the commencement date of such Primary Product Failure to cure such Primary Product Failure. If after such *** period, such Primary Product Failure has not been cured and solely as a result of such Primary Product Failure (e.g., not because Allergan is in breach of this Agreement, such as, by way of example only, failing to have the minimum number of PSRs as provided in SECTION 3.2.3(B) (MINIMUM PSRS)), Allergan does not meet the Allergan Minimum Detail Commitments for the Commitment Year for the Primary Product during the period when any such Primary Product Failure occurred, Allergan will be deemed to have met the Allergan Minimum Detail Commitments for Primary Product for the purposes of SECTION 7.1.1(A) (FIXED PAYMENTS) during such period. In addition, GSK will pay Allergan, for each Calendar Quarter during which such Primary Product Failure exists until another Neurology product has been selected to replace the Primary Product or the Details for the Primary Product have been reallocated to Additional Neuro Product as provided in SECTION 7.1.3(A)(II), the Primary Product Performance Payment amount owed for the Calendar Quarter immediately preceding the Calendar Quarter in which the Primary Product Failure occu...