Maintenance of Supply. 5.4.1 Subject to Subsection 5.4.2, if StemCell fails to supply the Product in accordance with any Firm Order for [***] ([***]) days after the Lead Time (i.e. [***]) ([***]) days after the date of the Firm Order), StemCell will use, all commercially reasonable efforts to transfer production of the Product to a mutually agreed upon third party manufacturer. In such event Oxford will retain all rights to use the Product that are consistent with the terms of this Agreement and will be subject to all its other obligations to StemCell, including but not limited to, obligations as to Milestone Payments (Subsection 3.1.2), Exclusivity Payments (Subsection 3.1.3) (except as excluded under subsection 5.4.1 (b) below), Confidential Information (Article 15)
Maintenance of Supply. The Partnership shall maintain at all times supplies of, or contracts providing for supplies of, hydrogen, electricity, steam, natural gas and other feedstock and utilities, telecommunications services and other inputs necessary to conduct its business in accordance with Prudent Industry Practice and to comply in all respects with its obligations under and to derive all benefits from the Transaction Documents to which it is a party, except where a failure to maintain such supplies or contracts could not reasonably be expected to have a Material Adverse Effect.
Maintenance of Supply. No Amway Party will permit any of its Subsidiaries to agree to any change with respect to the goods supply contracts or other contracts between such Subsidiary and Amway Corp. or any of its Affiliates that (i) is inconsistent with arms' length negotiations between unaffiliated parties in the relevant territories and (ii) would, in a material respect, viewing the transaction as a whole, commercially disadvantage the Subsidiaries in respect of the supply or cost of goods.
Maintenance of Supply. If at any time Medi-Ject does not satisfy the --------------------- requirements of the last sentence of Section 4 (b) , it shall immediately advise Ferring. If Medi-Ject is unable to cure the deficiency within ninety days following such advice, Medi-Ject shall immediately arrange for Ferring to receive the Product from an alternative source which shall be able to maintain an inventory of the Product sufficient to satisfy Ferring's requirements for a six month period as required pursuant to Section 4 (b). At such time as the inventory of the Product of Medi-Ject and of any alternative source arranged for by Medi-Ject aggregates less than the equivalent of Ferring's requirements of the Product for a period of three months, Ferring shall have the right to obtain an alternative source of its choice. In such event, Medi-Ject agrees to give Ferring such technical assistance on a confidential basis as is necessary to permit Ferring to obtain the benefits of this Section 4 (c), and shall reimburse Ferring for all reasonable expenses incurred by it in arranging for an alternative supply source including, without limitation, expenses incurred with respect to required regulatory approvals. Medi-Ject shall, 'in any event, give Ferring notice as far in advance as possible of any circumstances which have arisen or may arise which may cause the provisions of this Section 4 (c) to become operative. Ferring shall use reasonable efforts to terminate its purchase obligations relating to any agreement it may enter into with an alternate supplier selected by Ferring as promptly as possible after Medi-Ject has cured any supply deficiency.
