Problems with Supply Clause Samples

Problems with Supply. (a) As soon as it becomes apparent to TRIS that circumstances resulting in any failure or delay in delivery of the Product will continue for more than thirty (30) days, it shall promptly notify AYTU in writing and as soon as possible thereafter confer with AYTU to discuss the alternatives, and cooperate with AYTU as AYTU may reasonably request for AYTU to obtain a source of supply of the Product during the continuance of such circumstances, provided however, that in no event shall TRIS be required to transfer manufacturing to another manufacturer or facility or cooperate with respect thereto. (b) In addition, if at any time or times during the Term for any reason (including a Force Majeure Event), (a) TRIS (i) fails to deliver any Product meeting the requirements of this Agreement to AYTU for [**] consecutive days following the date provided for delivery on an outstanding Firm PO and (ii) does not deliver any Product meeting the requirements of this Agreement against any other Firm POs during such [**] day period, or (b) the Service Level is not at least sixty-five percent (65%) over a period equal to the greater of (x) six (6) consecutive months, and (y) the number of consecutive whole months in which an aggregate of at least twenty (20) batches of Product are scheduled for delivery to AYTU pursuant to Firm POs issued in accordance with Section 5.2 (and the forecast requirements of Section 5.1) (each a “Triggering Event”), then within thirty (30) days of the occurrence of such Triggering Event, AYTU may declare a supply interruption (“Supply Interruption”) by notice to TRIS. Neither a Triggering Event nor a Supply Interruption shall constitute a breach of this Agreement (provided TRIS is using Commercially Reasonable Efforts to supply the Product). Upon sending a timely notice to TRIS, AYTU may, notwithstanding Section 3.3 or any other provision of this Agreement, obtain all or any part of its requirements of a Competing Product for sale in the Territory from other sources and Market such Competing Product in the Territory. Such sourcing of a Competing Product by AYTU from other sources and Marketing such Competing Product as provided in this Section 5.7 will not be deemed a breach or default of any provision of this Agreement by AYTU. EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED. (c) If AYTU obtains a Competing Product f...