Supply Failure. In the event of any Supply Failure that remains uncured for forty-five (45) days following Catalent’s receipt of written notice of such Supply Failure, the parties agree that Client shall have the right (upon written notice to Catalent) to Process and have the Product Processed by another supplier, and thereafter Catalent shall supply the Product to Client on a nonexclusive basis.
Supply Failure. In the event that:
Supply Failure. If Supplying Party materially fails to supply, or have supplied, quantities of Product that it is required to supply, except as a result of a default by Ordering Party or force majeure event, Supplying Party will, at Ordering Party’s written request, provide Ordering Party (including any Third Party contract manufacturer designated by ARL) with access to and the right to use, without charge (other than the administrative costs of transfer), all Supplying Party manufacturing intellectual property (including without limitation, Patents, Know-How, and related information and materials) necessary or reasonably useful to manufacture such Product, except that Ordering Party shall not exercise such rights (a) through a competitor of Supplying Party or (b) in any country that does not adhere to and respect internationally recognized intellectual property and trade regulations. The Supply Agreement will include mechanisms for the transfer of such intellectual property to Ordering Party in the event of such failure to supply. If Ordering Party elects to exercise such rights to manufacture or have manufactured Product, then, at such time as Supplying Party or its contract manufacturer can reasonably demonstrate its ability to again supply Product in accordance with the Supply Agreement, such manufacturing rights of Ordering Party shall cease and Supplying Party shall have the right to supply Product.
Supply Failure. In the event that NOF is unable to supply at least [**] percent ([**]%) of SAVIENT’S Firm Forecast quantities (hereinafter, a “Supply Failure”), then both parties agree to meet and use their best efforts to solve such Supply Failure.
Supply Failure. If within any [*] period (calculated on a rolling basis) Qorvo is unable to supply (or have supplied) at least [*]% of the quantities of any Product ordered by Zomedica in a Conforming Purchase Order within [*] after the delivery date set forth in such Conforming Purchase Order (“Supply Failure”), then the following terms will apply (not to exceed [*]): (a) upon the first occurrence of any Supply Failure within a [*] period, i) the Parties will promptly discuss in good faith the causes of such Supply Failure, ii) Qorvo will provide to Zomedica a recovery plan to promptly remediate such Supply Failure, and iii) the Price for such late-delivered Products that are subject to such first Supply Failure will be reduced by [*] (b) upon the second occurrence of any Supply Failure within the same [*] period, no later than two weeks following the Supply Failure, Qorvo will (i) initiate an internal corrective action request through its CIS system to attempt to ascertain the root cause of such Supply Failure (such investigation to be completed no later than eight days following initiation), (ii) develop an action plan to address any such causes identified on a going-forward basis, (iii) deliver the results of such investigation (including the action plan) to Zomedica promptly following the conclusion of such investigation, and (iv) the Price for such late-delivered Products that are subject to such second Supply Failure will be reduced by [*]; and (c) upon the third occurrence of any Supply Failure within the same twelve-month period, Qorvo will take such actions described in subclause (b) of this Section 7.5.2 (Supply Failure) with respect to such third Supply Failure and the Price for such late-delivered Products that are subject to such third Supply Failure will be reduced by [*]. For clarity, for purposes of this Section 7.5.2 (Supply Failure), in no event will more than one Supply Failure be deemed as having occurred with respect to any single Conforming Purchase Order for which Qorvo fails to supply (or have supplied) at least [*] of any Product within [*] after the delivery date set forth in such Conforming Purchase Order. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.]
Supply Failure. Without limiting any other rights or remedies of Shire, if any, particularly in case of a force majeure event, if there is, or the Parties mutually determine there is likely to be, a Supply Failure, then Shire shall have the right to purchase DBS test kits from any Third Party manufacturer and Centogene shall process such DBS cards without additional processing fee (as defined in Section 3.2 of the Global Master Services Agreement), as will be set forth in an amendment to the Global Master Services Agreement.
Supply Failure. (i) [***]
Supply Failure. In the event that Xxxxxxx is unable for any reason to supply at least eighty percent (80%) of VisiJet's Firm Orders for Product in any two consecutive Quarters, VisiJet shall be entitled to require Xxxxxxx to qualify a second source for the manufacture of the Products on Xxxxxxx'x behalf, subject to all other terms and conditions of this Agreement. Xxxxxxx shall provide all manufacturing documentation and such other assistance as may be necessary or useful to establish manufacturing operations by such third party, subject to the execution of appropriate non-disclosure restrictions. Xxxxxxx shall purchase the applicable Product(s) from such second source and sell and deliver the Product(s) to VisiJet in accordance with the provisions of, and at the prices set forth in, this Agreement. Xxxxxxx shall xxxxx the second source a royalty-free, non-exclusive license to any intellectual property rights necessary to enable the second source to manufacture the Products until such time as Xxxxxxx is again able to meet the requirements referenced above.
Supply Failure. For purposes of this Agreement, a “Supply Failure” shall mean a failure by Catalent to supply Product meeting the Specifications, subject to Clauses 5.2, 5.3 and 5.4, in the quantities ordered by Palatin (subject to the limitations and terms set forth in Clauses 4.3 and 4.4) for [***] , where such failure is [***] . In the event of [***] (such event, an “Uncured Supply Failure”), Palatin shall have the right [***] . In the event of such Uncured Supply Failure, [***] , the parties shall meet to discuss in good faith how to equitably manage any Minimum Requirement for the then current Contract Year, [***] ..
Supply Failure. A “Supply Failure” shall be deemed to have taken place if (i) FFFC fails to supply (by making available to Cempra or storing at Cempra’s request, pursuant to Section 5.4(b)(ii)) at least[*] percent ([*]%) of the quantity of API ordered in any Purchase Order under this Agreement by the date(s) specified by such Purchase Order or (ii) FFFC fails to supply (by making available to Cempra or storing at Cempra’s request, pursuant to Section 5.4(b)(ii)), in the aggregate, [*] percent ([*]%) of the total quantity of API ordered by Cempra in any three (3) consecutive Purchase Orders. In the event of a Supply Failure, Cempra shall be entitled to, if and as elected by Cempra, (i) provide FFFC with a revised Forecast for the purchase of API which shall replace the then-existing Forecast (including any binding portion thereof) or (ii) terminate this Agreement under Section 10.2(d).
