Supply Default. In the event Insmed fails to (or reasonably anticipates that it will fail to) materially comply with its obligations under Section 3(a), Insmed will deliver prompt written notice to Pharmacia, and if Insmed is unable to cure such failure within ninety (90) days after delivery of such notice, Pharmacia will have the right, in its sole discretion, to either (i) terminate the License, (ii) require Insmed to enter into a supply arrangement with Pharmacia under which Insmed would be required to supply Sufficient Quantities of the Product for the Patients at Insmed's cost of manufacture, or (iii) require Insmed to arrange for a third party to supply Sufficient Quantities of the Product to the Patients' physicians in accordance with the terms of this Agreement. If Pharmacia elects to terminate the License, Insmed must return all Proprietary Information (and all notes, documents and other materials containing Proprietary Information) in its possession, to Pharmacia, provided that Insmed's counsel may retain one copy of the Proprietary Information to be used solely for the purpose of enabling Insmed to defend itself in or pursue any litigation or other legal proceeding that may arise from or relate to this Agreement or its use of the Proprietary Information. Insmed acknowledges and agrees that money damages may not be a sufficient remedy for any breach of its obligations under Section 3(a) and that, in addition to any and all other remedies available at law or in equity, Pharmacia will be entitled to seek equitable relief, including injunctions and specific performance, as a remedy for any refusal by Insmed to supply Product to the Patients' physicians as contemplated herein.

Supply Default. In the event that Cephalon is unable to supply Cephalon Supplied Products for any reason for more than [**] calendar days following the forecasted delivery date, Xxxx may notify Cephalon of its intention to manufacture or have manufactured by any third Person, for supply to Xxxx or any of its designees, such Cephalon Supplied Products. Cephalon hereby grants Xxxx a license (i) under the ACTIQ Patent Rights or ACTIQ SF Patent Rights as necessary or material for the manufacturing of such Cephalon Supplied Products, (ii) under the ACTIQ NDA and ACTIQ SF NDA, as applicable, and (iii) all Manufacturing Know How, Manufacturing Technology and Scientific and Regulatory Material, to manufacture or have manufactured such Cephalon Supplied Products for such period until the day that is six months after Cephalon has given Xxxx written notice that it is ready and able to resume the performance of its obligations under this ARTICLE 6. Cephalon shall promptly provide Xxxx with the physical embodiment of all such, ACTIQ NDA or ACTIQ SF NDA, as the case may be, and the ACTIQ Patent Rights and ACTIQ SF Patent Rights, and Manufacturing Know How, Manufacturing Technology, and Scientific and Regulatory Material, and access to appropriate personnel of Cephalon with relevant knowledge or experience with such Manufacturing Know How, ** Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Manufacturing Technology, and Scientific and Regulatory Material. In addition, to the extent either required or permitted by FDA rules and regulations, Cephalon shall prepare and file, at Xxxx’x expense, such supplements or amendments, as applicable, to the ACTIQ NDA or ACTIQ SF NDA, as the case may be, as required by applicable laws as is necessary for Xxxx to manufacture or have manufactured such Cephalon Supplied Products at the designated facility as permitted by the license granted under this Section 6.4.

Supply Default. BMTI shall provide Luitpold with prompt written notice of any default by Novartis under the Novartis Supply Agreement, if such default interferes with Luitpold’s access to Product. Such notice shall be accompanied by a written description of the default. In the event of such a default, BMTI will use commercially reasonable efforts resolve the default within ** days, and thereafter shall facilitate a face-to-face meeting with representatives from Luitpold and Novartis. This shall be Luitpold’s sole remedy against BMTI in the event of such a default.

Related to Supply Default

Monetary Default Any failure by a Party to pay, deposit or deliver, when and as this Agreement requires, any amount of money, any bond or surety or evidence of any insurance coverage required to be provided under this Agreement, whether to or with a Party or a Third Person.
Non-Monetary Default The occurrence of any of the following, except to the extent constituting a Monetary Default: (a) any failure of a Party to perform any of such Party’s obligations under this Agreement; (b) any failure of a Party to comply with any material restriction or prohibition in this Agreement; or (c) any other event or circumstance that, with passage of time or giving of Notice, or both, would constitute a breach of this Agreement by a Party.
Major Default The Purchasers shall be considered to be in “Major Default” in the event that (a) the Purchasers are in breach of their obligations under the Agreement and (b) such breaches, individually or in the aggregate, resulted or would reasonably be expected to result in (i) material Losses to the Sellers or their Affiliates, (ii) material reputational harm to the Sellers or their Affiliates, (iii) material and adverse regulatory consequences to the Sellers or their Affiliates, for which, in each case of clauses (i) through (iii), indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all damages incurred by the Sellers and their Affiliates or (iv) if the Sellers reasonably determine, based on the advice of counsel, that it would reasonably be expected to be a violation of their fiduciary duties under applicable Law to not terminate the Agreement, taking into account the indemnification by the Purchasers pursuant to Article 8 of the Agreement; provided, that the following breaches shall be excluded, and not taken into account, in determining if a Major Default has occurred: (x) any breach to the extent resulting from any action taken by the Purchasers pursuant to and in accordance with written direction given by the Sellers and (y) any breach to the extent arising out of or resulting from, directly or indirectly, a breach by the Sellers of the Agreement, the Transition Services Agreement or the Purchase Agreement.
Non-Bankruptcy Defaults When any Event of Default (other than those described in subsection (j) or (k) of Section 9.1 hereof with respect to the Borrower) has occurred and is continuing, the Administrative Agent shall, by written notice to the Borrower: (a) if so directed by the Required Lenders, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which may be the date thereof); (b) if so directed by the Required Lenders, declare the principal of and the accrued interest on all outstanding Loans to be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest thereon, shall be and become immediately due and payable together with all other amounts payable under the Loan Documents without further demand, presentment, protest or notice of any kind; and (c) if so directed by the Required Lenders, demand that, with respect to each Letter of Credit then outstanding, the Borrower immediately either (i) pay to the Administrative Agent the full amount then available for drawing thereunder, (ii) deliver to the Administrative Agent Cash Collateral in an amount equal to 105% of the aggregate amount thereof or (iii) return or cause to be returned to L/C Issuer such Letter of Credit for cancellation, and the Borrower agrees to immediately take such action and acknowledges and agrees that the Lenders would not have an adequate remedy at law for failure by the Borrower to honor any such demand and that the Administrative Agent, for the benefit of the Lenders, shall have the right to require the Borrower to specifically perform such undertaking whether or not any drawings or other demands for payment have been made under any Letter of Credit. The Administrative Agent, after giving notice to the Borrower pursuant to Section 9.1(c) or this Section 9.2, shall also promptly send a copy of such notice to the other Lenders, but the failure to do so shall not impair or annul the effect of such notice.
Contractor Default Failure of the Contractor, which has neither been remedied nor waived, to perform or otherwise to comply with the terms of the Construction Contract.
Bankruptcy Defaults When any Event of Default described in subsections (j) or (k) of Section 9.1 hereof has occurred and is continuing, then all outstanding Loans shall immediately become due and payable together with all other amounts payable under the Loan Documents without presentment, demand, protest or notice of any kind, the obligation of the Lenders to extend further credit pursuant to any of the terms hereof shall immediately terminate and the Borrower shall immediately deliver to the Administrative Agent Cash Collateral in an amount equal to 102% of the aggregate amount of each Letter of Credit then outstanding, the Borrower acknowledging and agreeing that the Lenders would not have an adequate remedy at law for failure by the Borrower to honor any such demand and that the Lenders, and the Administrative Agent on their behalf, shall have the right to require the Borrower to specifically perform such undertaking whether or not any draws or other demands for payment have been made under any of the Letters of Credit.
Customer Default The occurrence at any time of any of the following events shall constitute a “Customer Default”:
Default Notice As soon as possible and in any event within two days after the occurrence of each Default or any event, development or occurrence reasonably likely to have a Material Adverse Effect continuing on the date of such statement, a statement of the chief financial officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto.
No Failure to Cure Default The Seller has not received a written notice of default of any senior mortgage loan related to the Mortgaged Property which has not been cured;
Notice of Event of Default If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

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