Shortage; Allocation. In the event that a Party’s Compound is in short supply as a result of a manufacturing disruption, manufacturing difficulties or other similar event such that a Party reasonably believes in good faith that it will not be able to fulfill its entire supply obligations hereunder with respect to its Compound, such Party will provide prompt written notice to the other Party thereof (including the shipments of Compound hereunder expected to be impacted and the quantity of its Compound that such Party reasonably determines it will be able to supply) and the Parties will promptly discuss such situation (including how the quantity of Compound that such Party is able to supply hereunder will be allocated within the Study). In such event, the Party experiencing such shortage shall (i) use its diligent and commercially reasonable efforts to remedy the situation giving rise to such shortage and to take action to minimize the impact of the shortage on the Study, and (ii) allocate to the other Party [*]
Shortage; Allocation. In the event that a Party’s Compound is in short supply such that a Party reasonably believes in good faith that it will not be able to fulfill its supply obligations hereunder with respect to its Compound, such Party will provide prompt written notice to the other Party thereof (including the shipments of Compound hereunder expected to be impacted and the quantity of its Compound that such Party reasonably determines it will be able to supply) and the Parties will promptly discuss such situation (including how the quantity of Compound that such Party is able to supply hereunder will be allocated within the Study). In such event, the Party experiencing such shortage shall (i) use its commercially reasonable efforts to remedy the situation giving rise to such shortage and to take action to minimize the impact of the shortage on the Study, and (ii) [***].
Shortage; Allocation. In the event of a shortage of a Product such that a Party reasonably believes that it will not be able to fulfill its supply obligations hereunder with respect to its Product, such Party will provide prompt written notice to the other Party thereof (including the quantity of its Product that such Party reasonably determines it will be able to supply) and, upon request, the Parties will promptly discuss such situation (including how the quantities of Product that such Party is able to supply hereunder will be allocated within the applicable Study). In such event, the Party experiencing such shortage shall use its commercially reasonable efforts to remedy the situation giving rise to such shortage as soon as practicable and to take action to minimize the impact of the shortage on the applicable Study.
Shortage; Allocation. If a Party believes in good faith that it will not be able to fulfill its supply obligations hereunder because its Compound is in short supply, such Party will provide prompt written notice to the other Party of such shortage, the shipments of Compound hereunder expected to be impacted and the quantity of its Compound that such Party reasonably determines it will be able to supply and the Parties will promptly discuss the situation (including allocation of Compound supplied hereunder within the MSD Compound Study). The Party experiencing the shortage shall have sole discretion, subject to Applicable Law, to determine how much Compound it will supply during the shortage, and such Party shall not be deemed to be in breach of this Agreement for failure to supply any quantities of its Compound as a result of such shortage. In case of one Party’s shortage of its Compound, the other Party shall be relieved of its obligations under this Agreement to the extent impacted by such shortage.
Shortage; Allocation. If a Party believes in good faith that it will not be able to fulfill its supply obligations hereunder because its Compound is in short supply, such Party will provide prompt written notice to the other Party of such shortage, the shipments of Compound hereunder expected to be impacted and the quantity of its Compound that such Party reasonably determines it will be able to supply and the Parties will promptly discuss the situation (including allocation of Compound supplied hereunder within the MSD Compound Study). The Party experiencing the shortage shall [***].
Shortage; Allocation. In the event of a shortage of Drug Product and/or Drug Substance such that Celltrion reasonably believes that it will not be able to supply Xxxx’s requirements, Celltrion will promptly provide written notice to Rani thereof. If Celltrion actually cannot supply (a) Rani’s Orders in full in accordance with the Agreement and (b) Celltrion’s requirements for Drug Product and/or Drug Substance (including its obligations to licensees or distributors of Celltrion), then Celltrion will reasonably allocate Drug Product and/or Drug Substance such that each of Rani and Celltrion (together with its licensees or distributors) will suffer a pro rata shortage, determined by reference to the Drug Product and/or Drug Substance requirements of Rani as forecast by Xxxx and the requirements of Celltrion (together with its licensees and distributors) forecast by Celltrion.
Shortage; Allocation. In the event that a Party’s Compound is in short supply as a result of a manufacturing disruption, manufacturing difficulties or other similar event such that a Party reasonably believes in good faith that it will not be able to fulfill its supply obligations hereunder with respect to its Compound, such Party will provide prompt written notice to the other Party thereof (including the shipments of Compound hereunder expected to be impacted and the quantity of its Compound that such Party reasonably determines it will be able to supply) and the Parties will promptly discuss such situation (including how the quantity of Compound that such Party is able to supply hereunder will be allocated within the Study). In such event, the Party experiencing such shortage shall (i) use its commercially reasonable efforts to remedy the situation giving rise to such shortage and to take action to minimize the impact of the shortage on the Study, and (ii) allocate to the other Party an amount of Compound at least proportionate to the total amount of the Compound shipments hereunder expected to be impacted by the shortage divided by the total demand for the Compound for the impacted time period. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Note: Reference to “Merck” in this document refers to the Group of Companies affiliated with Merck KGaA, Darmstadt, Germany.
Shortage; Allocation. In the event that a Party’s Compound or precursor vector for Compound is in short supply such that a Party reasonably believes in good faith that it will not be able to fulfill its supply obligations hereunder with respect to its Compound or precursor vector (in the case of Adaptimmune), such Party will provide prompt written notice to the other Party thereof (including the shipments of Compound or vector hereunder expected to be impacted and the quantity of its Compound or vector that such Party reasonably determines it will be able to supply) and the Parties will promptly discuss such situation (including how the quantity of Compound or vector that such Party is able to supply hereunder will be allocated within the Study). In such event, the Party experiencing such shortage shall use its commercially reasonable efforts to (i) remedy the situation giving rise to such shortage and to take action to minimize the impact of the shortage on the Study, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. and (ii) *** .
Shortage; Allocation. In the event that the Manufacturing Lead reasonably believes that it will not be able to supply requirements for a Product in accordance with a mutually agreed upon supply forecast, the Manufacturing Lead shall provide prompt written notice to the other Party thereof. If the Manufacturing Lead actually cannot supply a Product in accordance with such mutually agreed upon supply requirements, then the Manufacturing Lead will undertake to allocate the manufacturing of Products with its other products so as to not [*]. For clarity, if the Manufacturing Lead cannot actually supply requirements for a Product in accordance with a mutually agreed upon supply forecast, the Manufacturing Lead will reasonably allocate its manufacturing capacity over all its products in the following order of prioritization: (a) to [*]; (b) to [*]; (c) to [*]; and (d) to [*].
Shortage; Allocation. In the event of a shortage of a Compound such that a Party reasonably believes that it will not be able to fulfill its supply obligations hereunder with respect to its Compound, such Party will provide prompt written notice to the other Party thereof (including the quantity of its Compound that such Party reasonably determines it will be able to supply) and, upon request, the Parties will promptly discuss such situation (including how the quantities of Compound that such Party is able to supply hereunder will be allocated within the Study). Notwithstanding anything to the contrary contained herein, in the event of a shortage of a Party’s Compound, the Party experiencing such shortage shall have sole discretion, subject to Applicable Law, to determine the quantity of Compound it will be able to supply as a result of such shortage, and such Party shall not be deemed to be in breach of this Agreement for failure to supply any other quantities of such Party’s Compound hereunder as a result of such shortage. Certain portions of this document have been marked “[C.I.]” to indicate that confidential treatment has been requested for such confidential information. The confidential portions have been omitted and submitted separately with the Securities and Exchange Commission.
