Supply Failures. After the end of each calendar quarter during the Initial Exclusivity Period, Stryker will send Osiris a report of (i) all cases during such calendar quarter where Osiris fails to ship Allograft to a Customer that conforms to the requirements of this Agreement by the delivery date requested by Stryker (excluding any such cases where Stryker was able to fulfill a Customer request from Allograft inventory held in consignment at such Customer) (each, a “Supply Failure”) and (ii) for each Supply Failure, the amount that the Customer would have paid for the Allograft Services for said order (the “Lost Revenue”). Osiris’s inability to fulfill a Customer request will not constitute a “Supply Failure” (x) to the extent due to (a) Customer or Stryker error (e.g., incorrect shipping information), (b) Force Majeure Events or (c) transportation or shipping errors due to the failure by one or more common carriers or (y) to the extent orders for the pertinent calendar quarter exceed the average of Stryker’s rolling forecasts for the pertinent calendar quarter by 25% or more. For the purposes of Section 6.2(b)(ii) and Section 6.5, a “Supply Failure Trigger” shall be deemed to have occurred if both of the following conditions are met with respect to the Initial Exclusivity Period:
Supply Failures. The Commercial Supply Agreement will include provisions detailing the rights and obligations in the event that Agilent fails to supply specified percentages of Product ordered by Customer under the Commercial Supply Agreement during a defined period of time, which rights will include a release from Customer’s obligation to purchase [**]% of its requirements of Product for use in the Territory.
Supply Failures. After Regulatory Approval of an IVD Assay, if Illumina fails to reasonably meet commercial demand for the IVD Assay in a Market, unless such failure is caused in whole or in part by Partner or one or more persons acting on Partner’s behalf, then Partner may provide written notice to Illumina, and if Illumina fails to cure such situation within sixty (60) days after receipt of such notice then, upon Partner’s request, the Parties will negotiate a potential a Replacement Diagnostic Solution for such Market pursuant to Section 5.10.
Supply Failures. If, during any Measurement Period occurring during the Term, in at least […***…] months of such Measurement Period or in any […***…] months occurring during any such Measurement Period, there is an occurrence of insufficient volume (as determined by standards to be developed by the Parties within […***…] days after the Effective Date) of Product in the retail distribution channel or in any significant portion of the retail distribution channel to meet orders for Product, as determined from a review of all relevant information, including information contained in Horizon’s warehouse inventory reports and in relevant EDI-852 forms (any such occurrence with respect to the Product during any particular Measurement Period, a “Supply Failure”), then Mallinckrodt shall have the right, within […***…] days after the end of any such Measurement Period in which a Supply Failure occurs, to terminate this Agreement in its entirety effective upon […***…] days written notice to Horizon, subject to the consequences of such termination as set forth in Section 8.3 below.
Supply Failures. (a) If Seres fails to deliver a quantity of sellable units of Product conforming to the Specifications and other requirements of this Agreement and the Quality Agreement that is equivalent to at least [***] of the total quantity of Product ([***] as contemplated under section 2.6 above, [***]) required to be delivered by Seres pursuant to a valid Purchase Order placed by NESA within [***] after the applicable Delivery Date and such failure is not excused under the terms of this Agreement (“Supply Failure”), Seres shall pay [***] (“Supply Penalty”); provided, however that the aggregate Supply Penalty shall not exceed [***] of the total Supply Cost for such Purchase Order. For purposes of clarity, the Supply Penalty will be measured and applied on a Purchase Order by Purchase Order basis. The Supply Penalty shall be applied only for the late Purchase Order. For the avoidance of doubt, the Supply Penalty shall be borne exclusively by Seres and shall not constitute an Allowable Expense.
Supply Failures. Notwithstanding anything in this Agreement to the contrary, but subject to Section 8.11(c), in the event that SomaLogic, or the Secondary Manufacturer or Tertiary Manufacturer as applicable, is unable or unwilling to (i) manufacture SOMAmer Reagents as reasonably required by Illumina (and Illumina’s Affiliates and Sublicensees) solely for use in the research, development or Commercialization of the Licensed Products, or (ii) manufacture and supply such SOMAmer Reagents at reasonably acceptable quality standards (which, at a minimum, shall be as set forth in the quality assurance agreement) (each of (i) and (ii), a “Supply Failure”), the total Minimum Royalties payable by Illumina to SomaLogic shall be reduced by the amount of any reasonably documented direct damages or losses by Illumina due to such Supply Failure; provided that SomaLogic may request reasonable evidence of such damages or losses prior to any such reduction in Minimum Royalties taking effect.
Supply Failures. In the event that MediWound becomes aware of the existence of a situation that may lead to a Supply Failure, then MediWound shall promptly (and in no event later than [***] from the date of such awareness) notify Vericel of the particular circumstances. MediWound and Vericel shall promptly discuss how to resolve such circumstances in an effort to avoid or mitigate such potential Supply Failure. MediWound shall investigate the root cause of the anticipated Supply Failure and prepare and provide to Vericel a Remediation Plan within [***] of MediWound’s notice to Vericel. If the Remediation Plan is acceptable to Vericel, and MediWound is able to reasonably assure Vericel of MediWound’s ability to Manufacture Product and, thereby, (a) avoid a Supply Failure or (b) supply Product in accordance with the Rolling Forecast within [***], then MediWound shall continue to Manufacture Product for Vericel. In all other cases, Vericel shall be permitted to take such measures as are reasonably determined in good faith by Vericel to ensure the supply of Product to the marketplace including cancelling or revising outstanding Purchase Orders and, at Vericel’s option, Vericel’s obligations under Section 2.8(a), (b) and (c) shall be deemed terminated.
Supply Failures. 3.7.1. It is of essence to this Agreement that ULURU delivers the Products at the date stated in the purchase order. In the event that ULURU fails to deliver the Products on or before the delivery date specified in the applicable purchase order, ULURU or its Affiliates shall notify MEDA of such delay and the Parties shall consult in good faith to determine the period of such inability to supply such Product.
Supply Failures. 6.1 OSI Failure to Comply with Manufacturing Obligations "Triggering Events". In the event of the occurrence of any of the following events (each a "Triggering Event"), the provisions of Section 6.2 shall apply:
Supply Failures
