Limitations of Supply Sample Clauses

Limitations of Supply. Lilly will use its Commercially Reasonable Efforts to make available at least […***…] of the Forecast using Dedicated Capacity. If at any time Lilly anticipates that it will be unable to supply in whole or in part the quantities of Devices set forth in an Amylin purchase order for any reason, including without limitation, Force Majeure, Lilly will notify Amylin in writing as soon as possible of such anticipated shortfall. Lilly will also notify Amylin of the underlying reason for the shortfall, proposed remedial measures, the date such inability to supply the full order of Devices is expected to end, and a proposed amount of Devices to be delivered to Amylin. In the event fewer Devices are available than the Parties desire to purchase, Lilly will allocate available Devices on a pro rata basis based upon the Forecasts included in the most recent annual business plan approved by unanimous vote of the JSC; provided, however, that if a Party believes that a pro rata allocation based upon such Forecasts is not the appropriate allocation method, such Party may request that the Parties meet to discuss the issue, and the other Party shall agree to meet and consider in good faith the reasonable comments of the other Party. If after such meeting, the Parties are unable to decide on the appropriate method for allocation, then the matter shall be resolved in accordance with Section 3.1(e)(ii) of the Collaboration Agreement. In the event of any manufacturing capacity constraints or raw material shortages affecting the Manufacture of Devices or components thereof to be Manufactured on behalf of Amylin, Lilly may, in its sole discretion, but with no obligation, agree to utilize Non-Dedicated Capacity to Manufacture Devices or components thereof on behalf of Amylin in an effort to supply all or a portion of the quantity of Devices constituting the shortfall of the quantity set forth in Amylin’s purchase order.
Sample 1
AutoNDA by SimpleDocs
Limitations of Supply. In the event that at any time ISIS anticipates that it will be unable to supply in whole or in part the quantities of API set forth in an agreed-upon Production and Delivery Plan for any reason, including without limitation force majeure, ISIS will notify LILLY in writing as soon as possible of such anticipated shortfall. ISIS will also notify LILLY of the underlying reason for the shortfall, proposed remedial measures, the date such inability to supply the full order of API is expected to end, and a proposed amount of API to be Delivered to LILLY. [*] The proposed amount of API to be made available to LILLY hereunder will be no less than [*] of the amount of raw materials or other resources required for the Manufacture of API, taking into consideration the amount of such raw materials or other resources required by (i) LILLY under this Agreement and (ii) ISIS and its other programs. If ISIS cannot Manufacture as set forth in this Agreement, ISIS shall so inform LILLY immediately upon the prediction or occurrence such non-supply. In such event, LILLY shall have the right to Manufacture or have Manufactured API for LILLY's needs and ISIS shall provide all assistance and relevant information, know-how and data necessary for LILLY in establishing and beginning the Manufacture of API. 3 *Confidential Treatment Requested
Sample 1
Limitations of Supply. (a) In the event that at any time ISIS anticipates that it will be unable to supply in whole or in part the quantities of API set forth in an agreed-upon Firm Order for any reason, including without limitation force majeure, ISIS will notify LILLY in writing as soon as possible of such anticipated shortfall. ISIS will also notify LILLY of the underlying reason for the shortfall, proposed remedial measures, the date such inability to supply the full order of API is expected to end, and a proposed amount of API to be Delivered to LILLY.
Sample 1
Limitations of Supply. Confidential Treatment Requested
Sample 1
Limitations of Supply. Amylin will use its Commercially Reasonable Efforts to make available at least [***] of the Forecast. If at any time Amylin anticipates that it will be unable to supply in whole or in part the quantities of EQW Product set forth in a Lilly purchase order for any reason, including without limitation, Force Majeure, Amylin will inform Lilly as soon as possible via email of such anticipated shortfall. Amylin will also notify Lilly of the underlying reason for the shortfall, proposed remedial measures, the date such inability to supply the full order of EQW Product is expected to end, and a proposed amount of EQW Product to be delivered to Lilly. In the event fewer units of EQW Product are available than the Parties desire to purchase, the Parties will allocate available EQW Product on a pro rata basis based upon the Forecasts included in the most recent annual business plan approved by unanimous vote of the ASC; provided, however, that if a Party believes that a pro rata allocation based upon such Forecasts is not the appropriate allocation method, such Party may request that the Parties meet to discuss the issue, and the other Party shall agree to meet and consider in good faith the reasonable comments of the other Party. If after such meeting, the Parties are unable to decide on the appropriate method for allocation, then the matter shall be resolved in accordance with Section 3.1(e)(ii) of the Collaboration Agreement.
Sample 1
Limitations of Supply. Lilly will use its Commercially Reasonable Efforts to make available at least one hundred twenty percent (120%) of each applicable Forecast for the relevant Calendar Quarter. If, at any time, Lilly anticipates that it will be unable to supply in whole or in part the quantities of Product set forth in an Amylin Purchase Order for any reason, including without limitation, Force Majeure, Lilly will notify Amylin in writing as soon as possible (email notification is permissible) of such anticipated shortfall. Lilly will also notify Amylin of the underlying reason for the shortfall, proposed remedial measures, the date such inability to supply the full order of Product is expected to end, and a proposed amount of Product to be delivered to Amylin. In the event fewer units of the Product (or any component thereof) are available than Amylin desires to purchase, Lilly shall allocate available Product (or any component thereof) for the anticipated shortage period on a pro rata basis based upon each Party’s actual sales of the Product for the six (6) month period prior to such shortfall arising (provided that in calculating such sales for purpose of the allocation, any countries for which the Country Transition Date has occurred during such six (6) month period shall be excluded from Lilly’s sales and included in Amylin’s sales); provided, however, that if Amylin believes that the amount of Product (or any component thereof) that is allocated to Amylin is not its pro rata allocation based upon such sales amounts, such matter shall be submitted to the Manufacturing Subcommittee for resolution.
Sample 1
Limitations of Supply. (a) In the event that ISIS anticipates, at any time during the term of this Agreement, that it will be unable to supply in whole or in part the quantities of API set forth in an agreed-upon Production and Delivery Plan for any reason, including without limitation force majeure, ISIS will notify ATL in writing as soon as possible of such shortfall. ISIS will also notify ATL of the underlying reason for the shortfall, proposed remedial measures, the date such inability to supply the full order of API is expected to end, and a proposed amount of API to be Delivered to ATL. [***] The proposed amount of API to be made available to ATL hereunder will be no less than [***] of the amount of raw materials or other resources required for the Manufacture of API, taking into consideration the amount of such raw materials or other resources required by (i) ATL under this Agreement and (ii) ISIS and its other programs.
Sample 1
AutoNDA by SimpleDocs

Related to Limitations of Supply

  • Limitations of Liability The Trustee shall have no responsibility or liability to:

  • Operations of Sub Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Conditions of Obligations Your obligations hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company contained in Section 1 hereof, the accuracy of the statements of the Company made pursuant to the provisions hereof, to the performance by the Company of its covenants, agreements and obligations contained in Sections 3 and 5 hereof, and to the following additional conditions:

  • CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS The several obligations of the Underwriters to purchase the Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date are subject to the accuracy, as of the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties of the Company contained herein, and to the performance by the Company of its covenants and obligations hereunder and to the following additional conditions:

  • Reservations of Rights This Release shall not affect any rights which Executive may have under any medical insurance, disability plan, workers' compensation, unemployment compensation, indemnifications, applicable company stock incentive plan(s), or the 401(k) plan maintained by the Company.

  • Representations of Subadviser Subadviser represents, warrants and agrees that:

  • Conditions to Obligations of the Parties The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • Standard of Care/Limitations of Liability (a) Subject to the terms of this Section 10, PFPC Trust shall be liable to the Funds (or any person or entity claiming through the Funds) for damages only to the extent caused by PFPC Trust’s own intentional misconduct, bad faith, negligence or reckless disregard of its duties under this Agreement (“Standard of Care”).

  • Limitations of Liability of the Trustees and Shareholders A copy of the Trust's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed by the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the appropriate Fund.

Time is Money Join Law Insider Premium to draft better contracts faster.