Shortage of Supply. If, at any time during the Term of this Agreement, Supplier (i) supplies Licensed Adjuvants to one or more Third Parties (as defined in the LCA) in addition to Purchaser and (ii) Supplier does not have the capacity to supply all purchasers of Licensed Adjuvants with the quantity of Licensed Adjuvants ordered by each such purchaser, Supplier shall deliver to Purchaser a percentage of all Licensed Adjuvants in Supplier’s supply equal to [* * *] divided by [* * *]; provided, however that during the first two (2) years after the first Firm Order placed by Purchaser under this Agreement, Supplier shall always fulfill Purchaser’s Firm Order for Licensed Adjuvants in full (or to the maximum extent possible) prior to fulfilling the orders of any other purchaser. Supplier shall, at all times during the Term of this Agreement, possess a supply of Licensed Adjuvants in an amount more than or equal to the quantity of Licensed Adjuvants set forth in the preceding Binding Forecast.
Shortage of Supply. Angioblast shall promptly notify the JSC of any occurrence of which it becomes aware that it expects will result in a likely shortage or prevent Angioblast from providing on-time delivery of quantities of the Products ordered by Cephalon and accepted by Angioblast in accordance with the terms and conditions of this ARTICLE VII or the Supply Agreement. In such event, the JSC shall immediately establish a joint manufacturing subcommittee with an equal number of senior manufacturing personnel from each Party (“JMC”) to address the issue, including locating one or more alternative suppliers or manufacturing sites to increase production and identifying other actions necessary to resolve the issue. The JMC shall determine appropriate measures to prevent any shortage of supply and shall promptly implement such measures. In any such event Angioblast shall allocate the quantities of such Product that Angioblast has in inventory, and that Angioblast is able to produce, on a reasonable worldwide basis (based upon sales history and realistic forecasted demand), so that Cephalon receives its portion. In any event, both Parties agree to respond with the level of speed and diligence commensurate with the severity of the problem.
Shortage of Supply. (a) The Company shall notify ERS: (i) as promptly as possible, but in no event more than ten days after the Company's receipt of a firm order from ERS as provided in Section 8.4, or (ii) immediately upon becoming aware that the Company is unable to supply the quantity of API to ERS that the Company is required to supply hereunder, if the Company is unable to supply such quantities of API. In such event, the Company shall implement all commercially reasonable efforts to remedy such shortage, including through the use of Third Party Manufacturers for all or a portion of such quantities of API, as determined are necessary by the JMC.
(b) In the event that the Company is unable to supply both ERS's requirements of API and the Company's and Third Parties' requirements for the API due to force majeure or otherwise, the Company shall allocate the API that the Company has in inventory and that the Company is able to produce among the quantities of all such requirements, so that ERS receives at least its proportionate share of such available supplies, as determined from reasonable forecasts (taking into consideration past sales and sales performance against forecast) and orders, for the API.
Shortage of Supply. If CAMBREX is unable, or anticipates that it will not be able, to supply RAPTOR’s requirements for the API in accordance with Section 2.3 above (a “Shortage of Supply”), CAMBREX shall immediately notify RAPTOR in writing of the same, and shall include in such notice its best estimate of the duration of the delay. CAMBREX shall, at its own cost, use commercially reasonable efforts to remedy any Shortage of Supply and resume supplying API meeting the requirements of this Agreement to RAPTOR as soon as possible. In addition to the foregoing measures, if CAMBREX is unable to supply RAPTOR’s requirements of API, CAMBREX shall allocate the quantities of the API that CAMBREX has in inventory, and that CAMBREX is able to produce, on a reasonable worldwide basis (based upon sales history and realistic forecasted demand). [*****] In the event of a Shortage of Supply exceeding [*****], in addition to any other rights or remedies that RAPTOR may have under this Agreement, or at law or in equity, RAPTOR shall be relieved from its obligations to purchase any quantities of API identified in any outstanding Purchase Order. ARTICLE 3 PAYMENTS 3.1
Shortage of Supply. In the event that Roche is unable to manufacture sufficient quantities of a Licensed Product to satisfy worldwide demand, then the JSC shall (a) determine what quantity of such Licensed Product shall be allocated to the Clinical Trials then on-going to obtain Regulatory Approval and (b) allocate the remaining available Licensed Product [*], subject to any limitations imposed by regulatory requirements.
Shortage of Supply. In the event that Hospira is unable to manufacture the Product in accordance with Theravance’s Purchase Orders, Hospira shall notify Theravance within [***]. If the inability is not: (a) caused by an event of force majeure; (b) attributable in whole or in part to Theravance’s acts or omissions or breach of its obligations under this Agreement; or (c) attributable in whole or in part to Hospira’s Component suppliers’ acts or omissions, then Hospira shall undertake all commercially reasonable measures to minimize any possible shortage of Product to Theravance as a result of its manufacturing issues. If Hospira cannot undertake such measures promptly, then either party may request that the Project Managers convene a meeting to discuss possible remedial action. For any Commercial Year where Hospira is unable to supply Product for a Firm Order Period, Theravance shall have no Minimum Purchase Requirement in that Commercial Year and shall be entitled to source all of its requirements for Product from Alternate Suppliers during the period of time that Hospira remains unable to supply. ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Shortage of Supply. If BACHEM is unable, or anticipates that it will not be able, to supply XERIS’s requirements for the API in accordance with Sections 2.2 and 2.3 above fa “Shortage of Supply”). BACHEM shall notify XERIS in writing of the same within [***] of receipt of applicable Purchase Orders, Rolling Forecast or determination that a Shortage of Supply will exist, and shall include in such notice its best estimate of the duration of the delay, the reasons for the delay, and whether the reason impacts the validated state of the process. BACHEM shall, at its own cost, use commercially reasonable efforts to remedy any Shortage of Supply and resume supplying API meeting the requirements of this Agreement to XERIS as soon as possible. In addition to the foregoing measures, if BACHEM is unable to supply XERIS’s requirements of API, BACHEM shall allocate the quantities of the API that BACHEM has in inventory, and that BACHEM is able to produce, on a reasonable worldwide basis (based upon sales history and realistic forecasted demand). In the event of a Shortage of Supply exceeding [***] ([***]%), in addition to any other rights or remedies that XERIS may have under this Agreement, or at law or in equity, XERIS shall be relieved from its obligations to purchase any quantities of API identified in any outstanding Purchase Order, Calendar Year Forecast or Rolling Forecast.
Shortage of Supply. In the event Vendor is a supplier of raw material for an end product manufactured by Buyer:
12.1. If Vendor is unable to supply Product in the amounts set forth in the purchase order, Vendor shall immediately notify Buyer in writing and provide an anticipated delivery date. Vendor shall use commercially reasonable efforts to mitigate against any supply shortages that may impact Vendor’s supply of Product and shall provide Buyer with immediate, written notice of any anticipated, future supply shortages (such notice shall include the expected resolution date of any supply shortages if and when known). If Vendor experiences a shortage of supply of Product greater than thirty (30) days in duration for any reason, Buyer shall receive, in addition to any other remedies afforded to it within these Terms or by law or in equity, a pro rata share of Product, to be allocated by Vendor among Buyer and Vendor’s other customers based on the ratio of use of Product required for Buyer’s Purchases of all Product and the other customers’ use of Product required for purchases of their respective Product during the previous calendar year to the total available Product.
Shortage of Supply. (a) Inspire shall notify Santen: (i) as promptly as possible, but in no event more than 30 days after Inspire's receipt of a firm order from Santen as provided in Section 8.3, or (ii) immediately upon becoming aware of an event of force majeure under Section 13 or any other event that would render Inspire unable to supply the quantity of Compound to Santen that Inspire is required to supply hereunder, if Inspire is unable to supply such quantities of Compound. In such event, Inspire shall implement all reasonable measures to remedy such shortage.
(b) In the event that Inspire is unable to supply both Santen's requirements of Compound and Inspire's and Third Parties' requirements for other products containing the Compound or the Compound, as the case may be, due to force majeure or otherwise, Inspire shall allocate the Compound that Inspire has in inventory and that Inspire is able to produce among the quantities of all such products, so that Santen receives at least its proportionate share of such available supplies, as determined from reasonable forecasts (taking into consideration past sales and sales performance against forecast) for the Product and for such other products.
Shortage of Supply. In the event of any shortage in the availability or supply of Raw Materials that Siegfried orders under section 3.1 of this Agreement and utilizes both in connection with the Manufacture of the Product and in connection with the production of other pharmaceutical products for third parties, Siegfried shall use commercially reasonable efforts to allocate equitably such Raw Materials among ITI and such third parties.