Supply Interruption. A “Supply Interruption” shall be deemed to have occurred if Ampio has not received ordered Product for more than sixty (60) days past the scheduled and agreed upon due delivery date (“Due Delivery Date”) and Ampio holds no saleable stock of the Product after attempting to maintain at least four (4) months of sealable stock through binding orders made pursuant to Section 4.3 (subject to Ethypharm’s delivery thereof), unless such Supply Interruption is caused by (a) a delay due to a shortage in supply of usable active pharmaceutical ingredient or any other manufacturing material supplied by a third party through no fault of Ethypharm, (b) a material breach of this Agreement by Ampio for which Ethypharm has provided written notice thereof to Ampio or (c) a Force Majeure Event. During a Supply Interruption, Ampio, shall be entitled to claim from Ethypharm a penalty of one per cent (1%) of the amount of the late deliveries value of Product from the third week of delay, per each week of delay. The total amount of penalty to be paid by Ethypharm shall not exceed twenty per cent (20%) of the late deliveries value of Bulk Product not delivered. Such payment shall be made to Ampio within thirty (30) days date of Ampio’s invoice. Notwithstanding the other provisions of * Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities and Exchange Commission. this Agreement, if a Supply Interruption lasts for more than three (3) months, Ampio shall be permitted, at its discretion, (i) to require Ethypharm to use a different supplier for the Product, once Ampio has provided reasonable notice to Ethypharm of such requirement and/or (ii) to thereafter purchase some or all of its requirement for the Product from a third party of its choosing and Ethypharm shall grant all necessary licenses and provide all necessary and reasonable cooperation to effect such transfer to the new manufacturing site, on conditions to be agreed in writing by the Parties and subject to appropriate confidentiality agreements being entered into by such third party.
Supply Interruption. CPL will notify CryoLife and SMI immediately in writing upon becoming aware of any supply shortage, or other interruption or potential interruption in the supply of any material, component, or sub-assembly, in each case as it relates to CPL Products, which notice shall include the quantity of such material or component ordered by CPL, name of the distributor and any additional information CPL may have concerning the reasons for the supply interruption and the steps being taken to cure such interruption. In addition, if reasonably requested in writing by CryoLife, CPL agrees to confirm within twenty (20) days that CPL is not aware of any supply shortage, or other interruption or potential interruption in the supply of any material, component, or sub-assembly that impacts CPL. If at any time CPL does not have enough component material to fulfill, or other supply or manufacturing problems prevent CPL from fulfilling on a timely basis, its supply obligations to CryoLife for purchase of CPL Products, CPL shall promptly notify CryoLife of the nature and extent of the impairment to CPL’s ability to supply and shall allocate 100% of its full resources to rectifying the impairment to the extent commercially reasonable until such impairment is overcome.
Supply Interruption. If a Supply Interruption is occurring and continues for a period of more than [**], and the Parties are unable within five (5) business days to reach agreement on the terms of a revised PCP Gross Profit sharing arrangement as described in Section 3.6 hereof, then Oscient may terminate this Agreement immediately upon notice to Auxilium with the effect as described in Section 3.6, in addition to the provisions of Section 8 hereof.
Supply Interruption. (a) If Supplier fails to deliver to Customer by the requested delivery date at least [ * ] of any Product ordered under a Purchase Order that conforms to the Product warranties in Section 4.2, and Supplier does not cure such failure within [ * ] after written notice from Customer of such failure to deliver, and provided that the failure to deliver does not result from [ * ], then Customer shall have the right to cancel the applicable Purchase Order as to any undelivered amounts and manufacture any shortfall quantity of Product itself or purchase such quantity from a third party.
(b) If on [ * ] occasions, Supplier fails to deliver to Customer by the requested delivery date at least [ * ] of any Product ordered under a Purchase Order that conforms to the Product warranties in Section 4.2, and does not cure such failure within [ * ] after written notice from Customer of such failure to deliver, and provided that the failure to deliver does not result from [ * ], then in addition to the remedies under Section 1.8(a), (i) Customer shall have the right to manufacture itself or purchase from a third party all or a portion of its requirements for Products, until such time as Supplier reasonably demonstrates that it is able adequately to supply Customer’s requirements for Products, (ii) Customer’s exclusivity obligations and the exclusive rights granted to Supplier under Section 2.1(a) will terminate, and (iii) all of Customer’s forecasts will become non-binding, and (iv) such failure by Supplier will be deemed a material breach of this Agreement.
(c) If on [ * ], as a result of causes beyond Supplier’s reasonable control, Supplier fails to deliver to Customer by the requested delivery date at least [ * ] of any Product ordered under a Purchase Order that conforms to the Product warranties in Section 4.2, and does not cure such failure within [ * ] after written notice from Customer of such failure to deliver, then in addition to the remedies under Section 1.8(a), (i) Customer shall have the right to manufacture itself or purchase from a third party all or a portion of its requirements for Products, until such time as Supplier reasonably demonstrates that it is able adequately to supply Customer’s requirements for Products, (ii) Customer’s exclusivity obligations and the exclusive rights granted to Supplier under Section 2.1(a) will be suspended until Supplier reasonably demonstrates that it is able adequately to supply Customer’s requirements for Products, and th...
Supply Interruption. UBI shall pursue commercially reasonable efforts to manufacture and supply each Product and, under a Failure to Supply condition, to take all commercially reasonable steps to mitigate interruption of supply of such Product to Siemens, and Siemens shall provide reasonable cooperation and consultation to UBI in connection therewith. Without limiting the generality of the foregoing:
(a) If *[REDACTED] and at either party’s request, UBI and Siemens shall promptly (and in any event within 30 days after the *[REDACTED]) convene a meeting of their respective quality and other representatives to discuss the causes of such Failures to Supply and potential steps to be taken to address the causes of such Failures of Supply or otherwise to reduce the risk of future Failures to Supply.
(b) Subject to Section 3.15(c):
(i) if at any time UBI anticipates a future condition or event which for any reason (including an end of life condition for any Product material) is likely to result in a Failure To Supply situation or prevent the timely supply of Product in accordance with this Supply Agreement, UBI shall give written notice to Siemens promptly after UBI first anticipates such future condition or event and as far in advance of the anticipated occurrence thereof as practicable; and
(ii) if at any time UBI experiences a condition or event which for any reason (including an end of life condition for any Product material) is likely to result in a Failure To Supply situation or prevent the timely supply of Product in accordance with this Supply Agreement, UBI shall give written notice to Siemens of the occurrence of such condition or event *[REDACTED] as promptly as practicable, after the occurrence thereof. In either case, UBI will promptly advise Siemens of the nature and probable duration of such condition or event and the nature, timing and anticipated effect of remedial actions being undertaken or planned by UBI to prevent, mitigate, reverse, eliminate and/or otherwise address such condition or event. Siemens shall provide reasonable cooperation and consultation to UBI in connection therewith.
(c) In the case of a Force Majeure event that results or is likely to result in a Failure to Supply situation or other failure to timely supply Products (including, without limitation, in the circumstances described in Section 1.11(e) hereof), UBI shall, as promptly as reasonably practicable under the circumstances, provide written notice of such Force Majeure event to Siemens, incl...
Supply Interruption. (a) In the event that (i) Allos is unable to fully deliver ordered Bulk Product to MMCO within [***] of the specified delivery date in the relevant Firm Order (including meeting Specifications) or (ii) a supply shortfall under Section 4.1(a) has occurred in [***] Calendar Quarters (each, a “Supply Interruption”), then the Parties will meet to discuss possible solutions and (i) Allos will use commercially reasonable efforts to supply the undelivered Bulk Product at a future date agreed upon by the Parties (as to which a failure to deliver will be deemed to be an additional Supply Interruption), and (ii) if available, Allos will use commercially reasonable efforts to obtain Bulk Product necessary to meet MMCO’s requirements from a different Third Party Contractor of Allos (provided such Bulk Product has not already been ordered by Allos for its own supply or the supply of its licensee in the Allos Territory). For so long as a Supply Interruption remains uncured, MMCO will have the right, at its sole election, to purchase all of its requirements for Bulk Product directly from any Third Party Contractor of MMCO. [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
Supply Interruption a) In the event that (i) APP is past due in its obligations to supply Product to MDCO in accordance with APP's obligations under this Agreement for [**] days or more; or (ii) APP fails to confirm any forecast or Firm Order because of its inability to timely supply at least [**] percent ([**]%) of the amount forecasted therein, including as may be attributed to a Force Majeure Event pursuant to Section 13.7 but excluding as may be attributed to the failure of MDCO to comply with its obligations under this Agreement (including but not limited to the failure to supply Active Materials) (individually or collectively a "Supply Interruption"), it is agreed by the Parties that MDCO, in its discretion, may cancel any and all Firm Orders for Product outstanding at the commencement of a Supply Interruption by providing written notice to APP, and MDCO may also, in its discretion, suspend providing further forecasts and Firm Orders to APP until a Recommencement Date (defined below). Following a Supply Interruption and until a Recommencement Date, it is agreed by the Parties that MDCO, in its discretion, may be supplied by a secondary supplier with Product to meet MDCO's full requirements of Product. All amounts of Product supplied by a secondary supplier to MDCO during a Supply Interruption (including all amounts forecasted or ordered before a Recommencement Date, regardless if whether delivered after a Recommencement Date) shall be credited toward MDCO's obligation under Section 2.2 to purchase a percentage amount, as applicable, of its requirements from APP and shall be treated as if such amounts of Product had been supplied from APP.
b) APP shall provide MDCO with written notice of its ability to resume supply (the "Recommencement Notice"), if APP is able to resume timely supply of Product. The Recommencement Notice must: (i) list the date on which APP will be able to resume its supply obligations; and (ii) include a statement of APP's ability to resume such obligations by that date which describes in reasonable detail what problems have been rectified and include a representation (which will be deemed a APP representation under this Agreement) that APP is able to fulfill its supply obligations under this Agreement. Unless otherwise agreed to in writing by MDCO and APP, MDCO shall resume purchasing its requirements for the Product from APP, as set forth in Section 2.2, commencing on the later of (i) [**] days from MDCO's receipt of the Recommencement Notice, and (i...
Supply Interruption. For purposes of this AGREEMENT, a "SUPPLY INTERRUPTION" shall be deemed to occur: (i) if HMR GmbH's ability to supply adequate quantities of HMR MANUFACTURED PRODUCTS in saleable form in a timely manner to MEDICIS is adversely affected or inhibited as reasonably determined by both parties, (ii) if HMR GmbH fails to deliver to MEDICIS, in saleable form in accordance with the terms of this AGREEMENT, any portion, greater than 6% in quantity, of any confirmed order for any SKU of any HMR MANUFACTURED PRODUCT, or (iii) if in any calendar quarter covered by the 24-MONTH FORECAST, HMR GmbH fails to deliver, in saleable form in accordance with the terms of this AGREEMENT, HMR MANUFACTURED PRODUCTS in accordance with the 24-MONTH FORECAST or, if less, in the applicable portion of MEDICIS' last short-term forecast provided prior to the SUPPLY INTERRUPTION. For purposes of this AGREEMENT, a SUPPLY INTERRUPTION shall be deemed to have been fully cured once HMR GmbH has delivered to MEDICIS all confirmed orders and, for any calendar months for which there have been no confirmed orders due to the SUPPLY INTERRUPTION, at least the minimum quantities in saleable form of HMR MANUFACTURED PRODUCTS forecasted to be ordered by MEDICIS during such calendar months as set forth in the 24-MONTH FORECAST or, if less, in the applicable portion of MEDICIS' last short-term forecast provided prior to the SUPPLY 17 SUPPLY AGREEMENT
Supply Interruption. If for any reason whatsoever ArthroCare determines that it cannot or will not be able to meet its agreed supply commitments, including filling on time one hundred percent (100%) of any orders or binding forecasts with 100% confirming products (“Supply Interruption”), ArthroCare will immediately (and in no event less than five (5) days after such determination) so notify Xxxxx & Nephew and the Parties shall immediately meet and confer using their commercially reasonable efforts to jointly cooperate and take action to mitigate the impact of such a Supply Interruption and to permanently correct the root cause of such Supply Interruption in a good faith effort to prevent any such Supply Interruptions from occurring in the future. If such Supply Interruption meets the requirements set forth in Article 7 without agreed mitigation or implementation of other measures to restore the supply of Products, then the Supply Interruption shall be deemed a Failure to Supply only if such Supply Interruption meets the requirements of a Failure to Supply as set forth in Article 7. Nothing in this Section limits ArthroCare’s obligation under this Article 3 to maintain continuity of supply of all ArthroCare Manufactured Products, including fulfilling all orders and binding forecasts for such Products from Xxxxx & Nephew under this Agreement
Supply Interruption. (i) There is no ongoing, and since the Lookback Date there has not been any, Supply Interruption Event relating to the manufacture or supply of the Product, except as would not, individually or in the aggregate, reasonably be expected to be material to the Product Business, taken as a whole.
