Common use of Supply Interruption Clause in Contracts

Supply Interruption. a) In the event that (i) APP is past due in its obligations to supply Product to MDCO in accordance with APP's obligations under this Agreement for [**] days or more; or (ii) APP fails to confirm any forecast or Firm Order because of its inability to timely supply at least [**] percent ([**]%) of the amount forecasted therein, including as may be attributed to a Force Majeure Event pursuant to Section 13.7 but excluding as may be attributed to the failure of MDCO to comply with its obligations under this Agreement (including but not limited to the failure to supply Active Materials) (individually or collectively a "Supply Interruption"), it is agreed by the Parties that MDCO, in its discretion, may cancel any and all Firm Orders for Product outstanding at the commencement of a Supply Interruption by providing written notice to APP, and MDCO may also, in its discretion, suspend providing further forecasts and Firm Orders to APP until a Recommencement Date (defined below). Following a Supply Interruption and until a Recommencement Date, it is agreed by the Parties that MDCO, in its discretion, may be supplied by a secondary supplier with Product to meet MDCO's full requirements of Product. All amounts of Product supplied by a secondary supplier to MDCO during a Supply Interruption (including all amounts forecasted or ordered before a Recommencement Date, regardless if whether delivered after a Recommencement Date) shall be credited toward MDCO's obligation under Section 2.2 to purchase a percentage amount, as applicable, of its requirements from APP and shall be treated as if such amounts of Product had been supplied from APP. b) APP shall provide MDCO with written notice of its ability to resume supply (the "Recommencement Notice"), if APP is able to resume timely supply of Product. The Recommencement Notice must: (i) list the date on which APP will be able to resume its supply obligations; and (ii) include a statement of APP's ability to resume such obligations by that date which describes in reasonable detail what problems have been rectified and include a representation (which will be deemed a APP representation under this Agreement) that APP is able to fulfill its supply obligations under this Agreement. Unless otherwise agreed to in writing by MDCO and APP, MDCO shall resume purchasing its requirements for the Product from APP, as set forth in Section 2.2, commencing on the later of (i) [**] days from MDCO's receipt of the Recommencement Notice, and (ii) [**] (the "Recommencement Date"). c) In the event that (i) a Supply Interruption exists for more than [**], (ii) [**] or more Supply Interruptions occur within any [**] month period, or (iii) [**] or more Supply Interruptions occur in any [**] period during the term of the Agreement, it is agreed by the Parties that MDCO's obligation under Section 2.2 to purchase a percentage amount, as applicable, of its requirements from APP shall immediately and permanently terminate.

Supply Interruption. a) In Supply of the event Product is subject to availability, but ONCOVIR shall use all Commercially Reasonable Efforts to ensure supply. ONCOVIR shall take all steps to ensure clinical and commercial supply. Should ONCOVIR or a manufacturer for ONCOVIR, at any time during clinical trial development or thereafter, have reason to believe that (i) APP is past due in its obligations it will be unable to meet Company’s commercially reasonable Product requirements or delivery dates, or to supply Product to MDCO in accordance with APP's obligations under this Agreement for [**] days a Purchase Order or more; or (ii) APP fails to confirm any forecast or Firm Order because of its inability to timely supply at least [**] percent ([**]%) of the amount forecasted therein, including as may be attributed to a Force Majeure Event pursuant to Section 13.7 but excluding as may be attributed to the failure of MDCO to comply with otherwise meet its obligations under this Agreement (including each a “Supply Interruption”), ONCOVIR shall promptly notify Company stating the reasons for the delay or failure to comply with the terms of the Agreement, the expected duration of the delay and the efforts ONCOVIR is taking to address the cause for the delay. At Company’s sole discretion ONCOVIR shall work collaboratively with Company to discuss and promptly resolve any such Supply Interruption, which efforts shall include, but shall not be limited to: providing to the failure extent reasonably possible in accordance with confidentiality provisions of this agreement, and at Company cost, access to ONCOVIR’s Manufacturer during Manufacturer’s regular business hours and ONCOVIR’s relevant facilities and personnel until the supply Active Materials) (individually or collectively a "interruption is resolved and ensuring that any remedial actions recommended by Company are considered in good faith and if accepted, promptly implemented. In addition to the rights set forth above, during any Supply Interruption"), it is agreed by the Parties that MDCOwhere ONCOVIR, its successors, or assigns, in breach of this agreement, unjustifiably refuse or are unable to submit a purchase order to resolve the Supply Interruption for any reason, and such refusal or inability shall have continued for at least [* * *], then Company shall have the right at its discretionsole discretion to [* * *]. [* * *] However, may cancel any ONCOVIR will provide information required for regulatory filings and will allow independent audit of its manufacturing facilities and all Firm Orders for Product outstanding regulatory documentation, at the commencement of a Supply Interruption by providing written notice Company’s expense and subject to APP, and MDCO may also, in its discretion, suspend providing further forecasts and Firm Orders to APP until a Recommencement Date (defined below). Following a Supply Interruption and until a Recommencement Date, it is agreed by the Parties that MDCO, in its discretion, may be supplied by a secondary supplier with Product to meet MDCO's full requirements of Productmanufacturer’s scheduling constraints. All amounts of Product supplied by a secondary supplier to MDCO during a Supply Interruption (including all amounts forecasted or ordered before a Recommencement Date, regardless if whether delivered after a Recommencement Date) shall be credited toward MDCO's obligation under Section 2.2 to purchase a percentage amount, as applicable, of its requirements from APP and such information shall be treated as if such amounts ONCOVIR IP and Confidential Information. Notwithstanding the above, once the Supply Interruption ceases to be continuing and once ONCOVIR has re-established supply, the supply, purchase and sale of Product had been supplied from APP. b) APP PRODUCT under this Agreement shall provide MDCO with written notice resume under the direction of ONCOVIR. Company shall abandon its ability efforts to resume supply (the "Recommencement Notice"), if APP is able to resume timely seek a future supply of Product. The Recommencement Notice must: (i) list the date on which APP will be able to resume its supply obligations; and (ii) include a statement of APP's ability to resume such obligations by that date which describes in reasonable detail what problems have been rectified and include a representation (which will be deemed a APP representation under this Agreement) that APP is able to fulfill its supply obligations under this Agreement. Unless otherwise agreed to in writing by MDCO and APP, MDCO shall resume purchasing its requirements for the Product PRODUCT separate from APP, as set forth in Section 2.2, commencing on the later of (i) [**] days from MDCO's receipt of the Recommencement Notice, and (ii) [**] (the "Recommencement Date")ONCOVIR. c) In the event that (i) a Supply Interruption exists for more than [**], (ii) [**] or more Supply Interruptions occur within any [**] month period, or (iii) [**] or more Supply Interruptions occur in any [**] period during the term of the Agreement, it is agreed by the Parties that MDCO's obligation under Section 2.2 to purchase a percentage amount, as applicable, of its requirements from APP shall immediately and permanently terminate.

Supply Interruption. aIf Seller is unable to supply Products in accordance with accepted Purchase Orders at any time for any reason other than a force majeure (as hereinafter defined) In and other than pursuant to a capital expenditure project jointly undertaken by Buyer and Seller (a "Supply Interruption Period"), Seller shall attempt in good faith to provide written notice to Buyer as far in advance of the commencement of the Supply Interruption Period as possible or as soon thereafter as possible and shall use commercially reasonable efforts to resume supply in a timely manner. Seller will also provide advance written notice to Buyer of any planned operational interruption relating to the Products if Seller reasonably believes that the event will result in a material interruption of supply of Products. So that all Product can be shipped as required under this Agreement, promptly after delivery of any such notice, Buyer and Seller will in good faith negotiate an agreement pursuant to which Buyer's anticipated needs for Products would be filled during the Supply Interruption Period. Such an agreement may include, for example, that Seller would (i) APP produce a sufficient amount of Products prior to the Service Interruption Period to fulfill Buyer's anticipated needs during the Supply Interruption Period; (ii) have an Affiliate of Seller supply Products or Substitute Products under this Agreement during the Supply Interruption Period to the extent Seller is past due in its obligations unable to supply Product the Products in accordance herewith; and/or (iii) obtain Products or Substitute Products from a third-party manufacturer for shipment to MDCO Buyer in accordance with APP's obligations under this Agreement for [**] days or more; or (ii) APP fails to confirm any forecast or Firm Order because of its inability to timely supply at least [**] percent ([**]%) of Purchase Orders during the amount forecasted therein, including as may be attributed to a Force Majeure Event pursuant to Section 13.7 but excluding as may be attributed to the failure of MDCO to comply with its obligations under this Agreement (including but not limited to the failure to supply Active Materials) (individually or collectively a "Supply Interruption"), it is agreed by the Parties that MDCO, in its discretion, may cancel any and all Firm Orders for Product outstanding at the commencement of a Supply Interruption by providing written notice to APP, and MDCO may also, in its discretion, suspend providing further forecasts and Firm Orders to APP until a Recommencement Date (defined below)Period. Following a Supply Interruption and until a Recommencement Date, it is agreed by the Parties that MDCO, in its discretion, may be supplied by a secondary supplier with Product to meet MDCO's full requirements of Product. All amounts of Product supplied by a secondary supplier to MDCO If Seller cannot or does not provide Products during a Supply Interruption Period for a consecutive period of forty-five (including all amounts forecasted or ordered before 45) days, Buyer shall have the right to procure, if possible, Substitute Products on the open market ("cover products") on a Recommencement Dateshort-term basis and on commercially reasonable terms and Seller shall reimburse Buyer for the cost of such cover products in quantities consistent with the Purchase Orders to the extent such cost exceeds the cost of the Products under this Agreement; provided, regardless if whether delivered after a Recommencement Date) shall be credited toward MDCO's obligation under Section 2.2 to purchase a percentage amounthowever, as applicable, of its requirements from APP and shall be treated as if such amounts of Product had been supplied from APP. b) APP shall provide MDCO with that once Seller has provided written notice of its ability to resume supply (the "Recommencement Notice"), if APP Buyer that Seller is able to resume timely supply of Product. The Recommencement Notice must: (i) list the date on which APP will be able to resume its supply obligations; and (ii) include a statement of APP's ability to resume such obligations by that date which describes in reasonable detail what problems have been rectified and include a representation (which will be deemed a APP representation Products under this Agreement) that APP is able , Buyer will use commercially reasonable efforts to fulfill stop its supply obligations procurement of cover products and will resume acquiring Products from Seller under this Agreement. Unless otherwise agreed to If Buyer does procure cover products and Seller reimburses Buyer for any excess costs thereof in writing by MDCO and APPaccordance with the foregoing, MDCO shall resume purchasing its requirements for the Product from APP, Seller's liability arising as set forth in Section 2.2, commencing on the later of (i) [**] days from MDCO's receipt a result of the Recommencement Notice, and (ii) [**] (the "Recommencement Date"). c) In the event that (i) a Supply Interruption exists for more than [**], (ii) [**] or more Supply Interruptions occur within any [**] month period, or (iii) [**] or more Supply Interruptions occur in any [**] period during the term of the Agreement, it is agreed by the Parties that MDCO's obligation under Section 2.2 Period shall be limited to purchase a percentage amount, as applicable, of its requirements from APP shall immediately and permanently terminatesuch reimbursement obligation.