Common use of Notwithstanding Section Clause in Contracts

Notwithstanding Section. 11.2.1, in the event that the Sandoz Parties are unable to perform any of their respective obligations under this Agreement as a result of any interruption of the Supply Chain or manufacturing capability for the Product, including as a result of any action taken or threatened by the FDA or other Regulatory Authority (each such event a “Supply Interruption”), and such inability to perform hereunder would otherwise constitute a breach of a material provision of this Agreement, and such breach is not cured within thirty (30) days following receipt by Sandoz (on behalf of the Sandoz Parties) of written notice from Momenta of such breach, such Supply Interruption shall not be considered a breach of this Agreement provided that Sandoz (on behalf of the Sandoz Parties) provides the JSC with written notice and evidence, in form and substance reasonably satisfactory to the JSC, that the alleged breach is as a result of a Supply Interruption within fifteen (15) days following receipt by Sandoz (on behalf of the Sandoz Parties) from Momenta of notice of such alleged breach (a “Supply Interruption Notice”). Such Supply Interruption Notice shall extend the thirty (30) day cure period set forth in Section 11.2.1 in accordance with the following procedure: (a) Sandoz (on behalf of the Sandoz Parties) shall furnish to the JSC a written plan (the “Supply Continuation Plan”) within thirty (30) days following the JSC’s receipt of the Supply Interruption Notice setting forth the actions that the Sandoz Parties shall take to cure the Supply Interruption as soon as commercially possible following the occurrence of the Supply Interruption; (b) the Supply Continuation Plan shall be subject to the review and approval of the JSC, which shall not be unreasonably withheld, conditioned or delayed; (c) following the JSC’s review and approval of the Supply Continuation Plan, such plan may be amended or modified with the prior consent and approval of the JSC, which shall approve any reasonable request by the Sandoz Parties for such an amendment or modification; and (d) the Sandoz Parties shall not be considered in breach of this Agreement under Section 11.2.1 as a result of the Supply Interruption if the Supply Continuation Plan is approved by the JSC and the Sandoz Parties use Commercially Reasonable Efforts to execute the Supply Continuation Plan.

Notwithstanding Section. 11.2.1, in the event that the Sandoz Parties are unable to perform any of their respective obligations under this Agreement as a result of any interruption of the Supply Chain or manufacturing capability for the Product, including as a result of any action taken or threatened by the FDA or other Regulatory Authority (each such event a “Supply Interruption”"SUPPLY INTERRUPTION"), and such inability to perform hereunder would otherwise constitute a breach of a material provision of this Agreement, and such breach is not cured within thirty (30) days [**] following receipt by Sandoz (on behalf of the Sandoz Parties) of written notice from Momenta of such breach, such Supply Interruption shall not be considered a breach of this Agreement provided that Sandoz (on behalf of the Sandoz Parties) provides the JSC with written notice and evidence, in form and substance reasonably satisfactory to the JSC, that the alleged breach is as a result of a Supply Interruption within fifteen (15) days [**] following receipt by Sandoz (on behalf of the Sandoz Parties) from Momenta of notice of such alleged breach (a “Supply Interruption Notice”"SUPPLY INTERRUPTION NOTICE"). Such Supply Interruption Notice shall extend the thirty (30) day [**] cure period set forth in Section 11.2.1 in accordance with the following procedure: (a) EXECUTION COPY Sandoz (on behalf of the Sandoz Parties) shall furnish to the JSC a written plan (the “Supply Continuation Plan”"SUPPLY CONTINUATION PLAN") within thirty (30) days [**] following the JSC’s 's receipt of the Supply Interruption Notice setting forth the actions that the Sandoz Parties shall take to cure the Supply Interruption as soon as commercially possible following the occurrence of the Supply Interruption; (b) the Supply Continuation Plan shall be subject to the review and approval of the JSC, which shall not be unreasonably withheld, conditioned or delayed; (c) following the JSC’s 's review and approval of the Supply Continuation Plan, such plan may be amended or modified with the prior consent and approval of the JSC, which shall approve any reasonable request by the Sandoz Parties for such an amendment or modification; and (d) the Sandoz Parties shall not be considered in breach of this Agreement under Section 11.2.1 as a result of the Supply Interruption if the Supply Continuation Plan is approved by the JSC and the Sandoz Parties use Commercially Reasonable Efforts to execute the Supply Continuation Plan.

Notwithstanding Section. 11.2.1, in the event that the Sandoz Parties are unable to perform any of their respective obligations under this Agreement as a result of any interruption of the Supply Chain or manufacturing capability for the Product, including as a result of any action taken or threatened by the FDA or other Regulatory Authority (each such event a “Supply Interruption”"SUPPLY INTERRUPTION"), and such inability to perform hereunder would otherwise constitute a breach of a material provision of this Agreement, and such breach is not cured within thirty (30) days following receipt by Sandoz (on behalf of the Sandoz Parties) of written notice from Momenta of such breach, such Supply Interruption shall not be considered a breach of this Agreement provided that Sandoz (on behalf of the Sandoz Parties) provides the JSC with written notice and evidence, in form and substance reasonably satisfactory to the JSC, that the alleged breach is as a result of a Supply Interruption within fifteen (15) days following receipt by Sandoz (on behalf of the Sandoz Parties) from Momenta of notice of such alleged breach (a “Supply Interruption Notice”"SUPPLY INTERRUPTION NOTICE"). Such Supply Interruption Notice shall extend the thirty (30) day cure period set forth in Section 11.2.1 in accordance with the following procedure: (a) EXECUTION COPY Sandoz (on behalf of the Sandoz Parties) shall furnish to the JSC a written plan (the “Supply Continuation Plan”"SUPPLY CONTINUATION PLAN") within thirty (30) days following the JSC’s 's receipt of the Supply Interruption Notice setting forth the actions that the Sandoz Parties shall take to cure the Supply Interruption as soon as commercially possible following the occurrence of the Supply Interruption; (b) the Supply Continuation Plan shall be subject to the review and approval of the JSC, which shall not be unreasonably withheld, conditioned or delayed; (c) following the JSC’s 's review and approval of the Supply Continuation Plan, such plan may be amended or modified with the prior consent and approval of the JSC, which shall approve any reasonable request by the Sandoz Parties for such an amendment or modification; and (d) the Sandoz Parties shall not be considered in breach of this Agreement under Section 11.2.1 as a result of the Supply Interruption if the Supply Continuation Plan is approved by the JSC and the Sandoz Parties use Commercially Reasonable Efforts to execute the Supply Continuation Plan.