Failure to Supply. A failure to supply (a "Failure to Supply") shall occur if after the date hereof, (A) there occurs a pre-commercialization audit failure in accordance with Section 3.2 hereof, or (B) there occurs a post-commercialization audit and inspection failure in accordance with Section 3.3 hereof, or (C) the parties are unable or unwilling or have failed for any reason to agree on the initial Specifications 6 months after submission of the Market Requirements in accordance with Section 4.1 hereof, or (D) for a period of or exceeding 60 days Genetronics is unable or unwilling or has failed for any reason (including the occurrence of a Force Majeure Event as defined in Section 11.6, or following commencement of a case by or against Genetronics under the Bankruptcy Code (as defined in Section 11.7)) to supply to Ethicon 85% or more of any Products in compliance with the desired delivery date specified in the purchase orders submitted by Ethicon in accordance with Section 5.3, or (E) there occurs an Event of Default which is caused by Genetronics and Ethicon elects not to terminate this Agreement pursuant to Section 11.5; and thereafter such Failure to Supply is not cured by Genetronics within 30 days after receipt of written notice from Ethicon. After the occurrence of a Failure to Supply, (i) Ethicon may make and have made the Products pursuant to the license granted in Section 7.1 above, (ii) Ethicon shall have no obligation to purchase any further Products from Genetronics hereunder, (iii) Genetronics shall instruct the Escrow Agent to make available to Ethicon or its designee the contents of the Escrow Account, (iv) Genetronics shall provide such assistance, training and other information as shall be necessary in order for Ethicon or its designated supplier to manufacture or have manufactured the Products, and (v) Ethicon shall be required to pay to Genetronics all payments due under the License Agreement. Genetronics shall include any other technical and proprietary materials, information and techniques necessary or helpful for Ethicon to procure required raw materials or produce or arrange for an alternative supplier of Products. Genetronics shall not sell any Products to any Third Party in the Territory for use in the Field after a Failure to Supply.
Failure to Supply. In the event of Supplier's failure to perform its ----------------- supply obligations in accordance with the terms of this Section 4, the Member may purchase or lease products equivalent to the Products from other sources and Supplier will be liable to the Member for all reasonable costs in excess of the Award Prices plus any other damages which they may incur. In such event, Supplier will also be liable to Novation and the Clients for any loss of Marketing Fees resulting from such failure plus any other damages which they may incur. The remedies set forth in this Subsection are in addition to any other rights and remedies Novation, the Clients or the Members may have resulting from such failure.
Failure to Supply. (a) In the event that it becomes apparent to uniQure that it will be unable to fulfill any Confirmed Firm Order for the Product (“Failure to Supply”), uniQure shall, immediately after learning of such event or circumstances, notify Chiesi in writing of uniQure’s Failure to Supply, along with a reasonable explanation of the reason, to the extent then known to uniQure, for uniQure’s Failure to Supply and with a specific indication of the quantity of Product affected by such Failure to Supply and anticipated timing of delivery of the Product. Promptly after Chiesi’s receipt of any such notice, the Parties shall agree upon mutually acceptable revised quantities and delivery dates with respect to the Product subject to such Confirmed Firm Order or, to the extent this is not possible in light of the specific or then unknown reason for uniQure’s Failure to Supply, shall discuss in good faith measures to further investigate the root cause and, as the case may be, appropriate steps to overcome such Failure to Supply.
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. (a) If DURECT fails [* * *] or more times within any [* * *] period to supply the full quantity of SABER™ Ingredients or Bulk Dosage Form specified in the Clinical Supplies Delivery Plan by the delivery date specified therein and in conformity with the warranty set forth in Section 5.3(f), PTI may, in its sole discretion, [* * *].
Failure to Supply. If ALTHEA fails to supply all or any material part of Drug Product ordered by CLIENT, CLIENT may require ALTHEA to supply the undelivered Drug Product or a lesser quantity at a future date agreed upon by ALTHEA 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.
Failure to Supply. ABI shall immediately notify BME if ABI is unable to fill any purchase order placed by BME pursuant to Section 7.06, and advise BME of the revised delivery date. BME shall then have the option of terminating the purchase order without obligation of payment or of accepting the revised delivery date. If ABI is unable to cure to BME's reasonable satisfaction the circumstances giving rise to such failure within 15 business days after such notice, BME shall not be obligated to purchase any further Product from ABI under the then existing forecasts. Notwithstanding the foregoing, ABI shall not be deemed to be unable to fill any order placed by BME if ABI's inability to fill any order arises as a result of a 50% or greater increase in BME's order over BME's immediately prior forecast. For example, if BME's forecast for the initial three-month period was for 100 Units and BME's forecast for the second three-month period was for 200 Units, then, if after the time the second three-month forecast becomes firm pursuant to Section 7.06(a), BME changed its forecast by the maximum amount allowed of 100 Units (i.e., 50% times 200 Units), ABI would not be deemed to be unable to supply Product for any amount in excess of 300 Units for such three-month period
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. 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 shall be entitled to make or have made a replacement 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 transfer of manufacturing know-how from Cardinal to Adams or such Third Party, as appropriate, to enable Adams or the Third Party to manufacture and package the affected Drug Product. Cardinal agrees to use commercially reasonable efforts to enable Adams or such Third Party to qualify and validate the Third Party's facilities 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 is forced to resort to a Third Party supplier, Cardinal shall provide Adams with sixty (60) days' prior written notice of the date it will be able 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 which date 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 Adams obtains any Drug Product from a Third Party upon occurrence of any manufacturing 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 limitation, 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...