Removing products. Subject to Section 12.5, the Supplier may cease to supply all or any Products:
(a) with immediate effect where the Supplier considers this reasonably necessary to address any health or safety concerns or as required by law or by a Competent Authority; or
(b) on a temporary basis where the Supplier is experiencing supply chain or manufacturing difficulties; or
(c) by giving at least three (3) months’ written notice to the Customer (including by email).
Removing products. AB will be able to remove Products from Exhibit A or B if AB ceases to manufacture Products and/or have manufactured for it Products using AB’s IPR. *Confidential Treatment Requested by Celera Corporation* AB will give Celera six months prior written notice of the date of removal, provided that if AB is legally compelled to withdraw a product no prior notice need be given, but notice will be given to Celera as soon as practicable thereafter, and further provided that if a Third Party Manufacturer ceases manufacture of a Product it supplies to AB, AB need only provide the notice period it receives from such Third Party Manufacturer. AB will afford Celera an opportunity to make an “end of life” purchase of such Product, provided a purchase order for same is received within 30 days after delivery of written notice of proposed discontinuance to Celera. Such end of life purchase will not exceed the volume of that Product Celera estimates it will need for the following two years. AB will use commercially reasonable efforts to manufacture, or have manufactured, and deliver the amount of such Product ordered by Celera.
Removing products. AB will be able to remove Products from Exhibit A or B if AB ceases to manufacture Products and/or have manufactured for it Products using AB’s IPR. [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. AB will give Celera six months prior written notice of the date of removal, provided that if AB is legally compelled to withdraw a product no prior notice need be given, but notice will be given to Celera as soon as practicable thereafter, and further provided that if a Third Party Manufacturer ceases manufacture of a Product it supplies to AB, AB need only provide the notice period it receives from such Third Party Manufacturer. AB will afford Celera an opportunity to make an “end of life” purchase of such Product, provided a purchase order for same is received within 30 days after delivery of written notice of proposed discontinuance to Celera. Such end of life purchase will not exceed the volume of that Product Celera estimates it will need for the following two years. AB will use commercially reasonable efforts to manufacture, or have manufactured, and deliver the amount of such Product ordered by Celera.
Removing products. Xxxxxx may remove obsolete or replaced Products from Schedule 1 by giving AB not less than six (6) months prior written notice. Such removal shall be effective six (6) months from the date that Xxxxxx delivers such written notice, unless the parties mutually agree in writing to a different effective date. Notwithstanding anything to the contrary in this Section 8.4, (a) Xxxxxx shall not without the written consent of AB remove from Schedule 1 any Product which Xxxxxx continues to sell or distribute directly (e.g., to end users or customers), or indirectly, through one or more distributors, after such removal date and (b) any removal of a Product from Schedule 1 in the absence of the agreement of AB to the contrary shall be accompanied by a pro rata reduction (based on the prior sales volume of such product) in the Adjusted Contract Year Purchase Minimum for the current period as well as future periods.
