Failure to Supply. If IPC is unable (or anticipates an inability) to manufacture or deliver all or a portion of a Product to Tris as required by a confirmed or accepted Purchase Order pursuant to Section 3.3 of this Agreement, IPC shall promptly notify Tris in writing of the period for which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purcha...
Failure to Supply. In the event that NDD is unable, or notifies CMS that it is unable, for any reason (including an event of force majeure) to supply the ASICs in accordance with the quantities and/or delivery dates specified by CMS pursuant to Section 13.3, NDD shall promptly notify CMS. If such failure to supply will continue or does continue for a period of thirty (30) consecutive days, CMS may at its discretion (A) require NDD to supply the undelivered ASICs at a future date agreed upon by the parties; or (B) request that NDD transfer manufacture of ASICs to a Third Party vendor mutually agreed upon by NDD and CMS (the "Transfer Request"); or (C) if within 30 days from the date of CMS's Transfer Request, NDD and CMS have failed to agree upon a mutually acceptable Third Party vendor as set forth in subparagraph (B), then CMS may choose the third party vendor. If CMS and/or NDD determines to have the ASICs manufactured by a Third Party as set forth in subparagraphs (B) or (C) above, NDD shall provide to such Third Party all necessary information, documentation, technical assistance and cooperation by appropriate employees of NDD on an expedited basis to enable such Third Party to manufacture the ASICs in accordance with the appropriate specifications. Said production know-how and documentation shall remain proprietary to NDD and said third party vendor shall be required to sign a non-disclosure agreement to protect this information. In this event, CMS shall continue to purchase ASICS from NDD and NDD shall continue to purchase ASICs from said Third Party supplier until such time as NDD is able to resume supply of the ASICs. In the event of failure to deliver ASICs due to insolvency on the part of NDD, CMS shall have the right to purchase ASICs directly from said Third Party supplier.
Failure to Supply. The SA will include remedies and other consequences for supply failure (to be defined in the SA) including: (i) rights for AstraZeneca to access relevant information in the possession of FibroGen and its affiliates relating to the manufacturing processes for the Product; and (ii) rights for AstraZeneca to contact FibroGen’s suppliers (including suppliers of the active pharmaceutical ingredient for the Product), both (i) and (ii) to assess the feasibility of (including contracting with) such suppliers manufacturing and supplying the Product to AstraZeneca, solely in the event of a supply failure by FibroGen.
Failure to Supply. If Seller fails to meet its binding supply obligations under any binding purchase orders provided by Buyer pursuant to Section 1.3, and such failure:
Failure to Supply. Notwithstanding any provision herein to the contrary, in the event that PRONOVA for any reason (including a Force Majeure event) shall not have delivered the total amount of API ordered by RELIANT in accordance with this Section 5 within sixty (60) days of the date specified in RELIANT’s order (a “Failure to Supply”), then the provisions of this Section 5.12 shall apply. In no event shall PRONOVA have any liability under this Agreement for a Failure to Supply occurring prior to July 1, 2005 or for failure to supply RELIANT with API in excess of 250,000 kilograms in total during calendar year 2005.
Failure to Supply. If XXXXXX fails to supply all or any material part of Drug Product ordered by CLIENT, CLIENT may require XXXXXX to supply the undelivered Drug Product or a lesser quantity at a future date agreed upon by XXXXXX and CLIENT. The provisions of this Section 7.2 shall be without prejudice to CLIENT's rights under Section 3.2 and remedies provided for thereunder. Article 8, CHANGES IN PRODUCTION.
Failure to Supply. In the event, with respect to any particular Product, (i) Patheon cannot or does not, in any calendar month, supply on a timely basis supply at least [*]% of Client’s requirements for such Product, (ii) any facility involved in the manufacture or storage of such Product hereunder is prohibited from, or materially adversely affected in its ability to, produce, store, or otherwise be in involved in the provision of such Product to Client under this Agreement by the appropriate regulatory authorities or due to such failure to comply, (iii) Patheon’s receipt, within any six-month period, of more than one Form 483, warning letters or similar document from a regulatory authority relating to the manufacturing facility or Patheon’s quality systems which may indicate chronic or systematic quality problems at Patheon that could adversely impact Patheon’s ability to supply the Products or (iv) Client properly rejects Products in accordance with Section 6.1(a) and such rejection materially adversely affects Client’s ability to sell the relevant Product, then in addition to, and without limitation of, any legal or equitable remedies available to Client as a result of any breach of this Agreement by Patheon, all rights with respect to such Product shall become nonexclusive, and Client shall be free to engage a third party manufacturer or supplier of such Product (or replacement products) or manufacture it directly upon prior written notice to, but without such prior written consent of, Patheon and Patheon shall be deemed to have licensed to Client the manufacturing rights reasonably necessary to provide for such manufacture. Notwithstanding any provision of this Agreement to the contrary, all reasonable direct costs and expenses incurred by Client in connection with having such Product (or replacement products) manufactured and acquired, less the amount that Client would have paid to Patheon hereunder for such Product had Patheon complied with the terms of this Agreement, shall be borne by Patheon and paid to Client within ten (10) days of demand therefor by Client.
Failure to Supply. Notwithstanding any other provision in this Agreement, if BLP fails to supply to ISTA at least [*] of the quantity of Product ordered pursuant to a Firm Order during any [*], ISTA's obligations to meet the Purchase Requirement and Annual Minimum shall terminate and ISTA shall be entitled to purchase any quantity of Product from any third party.
Failure to Supply. In order to ensure continuity of supply, in the event of a failure by Cardinal to supply Drug Products to Adams for a period of thirty (30) days, Adams and its Affiliates shalx xx entitled to make or have made a repxxxxxent supply of any affected Drug Product from a Third Party, without incurring any liability under this Agreement. In such event, Cardinal shall cooperate with Adams and such Third Party to effectuate the royalty-free and limited xxxxsfer of manufacturing know-how from Cardinal to Adams or such Third Party, as appropriate, to enable Adams or the Thixx Xxrty to manufacture and package the affected Drug Xxxxuct. Cardinal agrees to use commercially reasonable efforts to enable Adams or such Third Party to qualify and validate the Third Party's fxxxxxties and to enable the Third Party to manufacture and package the affected Drug Product(s). Notwithstanding the foregoing, the parties hereto acknowledge and agree that no such recourse to a Third Party shall take place so long as Cardinal or a Cardinal Affiliate shall have (x) a validated Alternate Facility at which the affected Drug Product(s) is(are) able to be readily manufactured and packaged in accordance with the Specifications, or (y) safety stock inventory of the affected Drug Product(s), in the case of each of (x) and (y), sufficient to meet any Purchase Order of Adams for the Drug Products pursuant to Section 4.2 hereof. If Adams xx xxrced to resort to a Third Party supplier, Cardinal shall pxxxxxe Adams with sixty (60) days' prior written notice of the date it will xx xxle to re-commence manufacturing Drug Product. Such Third Party shall be entitled to continue to manufacture and supply normal quantities of the affected Drug Product(s) to Adams until the expiration of such sixty (60) days' notice, upon whicx xxxe manufacturing and supply operations in respect of the affected Drug Product(s) shall be transferred back to Cardinal and the royalty-free and limited transfer of manufacturing know-how from Cardinal to Adams or such Third Party shall be terminated. In the event that Adamx xxxains any Drug Product from a Third Party upon occurrence of xxx xanufacturing and/or supply interruption pursuant to this Section 3.3, then Cardinal shall reimburse Adams for the reasonable cost of such Drug Product, including without xxxxtation, the cost of validating the manufacture and packaging of the Drug Products by or in connection with a Third Party. Notwithstanding the foregoing, if Cardinal's inabi...
Failure to Supply. If NANOCOMPOSIX [***] of the Materials ordered pursuant to the terms of this Agreement, NANOCOMPOSIX will promptly notify SIENNA . If at any time during the term (a) such notice is received by SIENNA from NANOCOMPOSIX with respect to [***] of Materials ordered by SIENNA [***], (b) NANOCOMPOSIX makes any delivery of [***] Materials more than [***] ([***]) days later that the required delivery date, (c) NANOCOMPOSIX’s deliveries of [***] Materials ordered by SIENNA are late in aggregate by [***] ([***]) days or more in any [***] ([***]) day period, (d) upon [***] request by SIENNA [***], NANOCOMPOSIX fails to provide [***] of [***] to [***] to [***] as [***] of [***], or (e) NANOCOMPOSIX supplies [***] Materials and fails to provide [***] replacement Materials within [***] ([***]) days from notification of the defect, then, SIENNA in its sole discretion shall have the right to cancel [***] existing orders for the Materials [***] and/or to exercise SIENNA right on a going forward basis to obtain the Materials from third parties and/or manufacture the Materials itself. In this instance, NANOCOMPOSIX will provide the [***] and transfer [***] technology necessary for the manufacture of the Materials at a [***] purchase price to be agreed by the parties, such purchase price not to exceed of [***] Dollars ($[***]), [***], and NANOCOMPOSIX will grant to SIENNA and its Affiliates, and hereby grants to SIENNA and its Affiliates, effective immediately upon such payment, [***], a royalty-free, fully-paid up, exclusive license, with the right to sublicense pursuant to Section 3.2 of the Agreement, under NANOCOMPOSIX’S rights to the Materials, to make, have made, use, have used, sell, have sold, offer to sell, have offered for sale, import and have imported Licensed Products in the Field in the Territory.
