Augmented Capacity definition
Augmented Capacity means a yearly rate of maximum production, using commercially reasonable procedures and levels of effort, of the Compound pursuant to the Manufacturing process equal to the Current Capacity as changed, beginning with the implementation of the Agreed Scale-Up Plan from time to time thereafter, by the implementation of the Agreed Scale-Up Plan. Augmented Capacity resulting from any Supplement Scale-Up Plan shall be as agreed by the Parties in connection with their agreement to the Supplement Scale-Up Plan. The Parties shall determine the Augmented Capacity as in effect from time to time in good faith by mutual agreement. In the event the Parties are at any time unable to reach agreement as to the Augmented Capacity, then either Party may, by notice to the other, refer the matter for final resolution to a mutually agreed technical expert who has expertise in determining plant capacity for pharmaceutical manufacturing facilities and who has no current or prior affiliation with either Party (the “Technical Arbitrator”). The Technical Arbitrator shall make the determination of the Augmented Capacity, which shall be final and binding on the Parties, based on simultaneous written submissions from the Parties and responses to any supplemental written questions the Technical Arbitrator may deem necessary to determine the Augmented Capacity. In the event the Parties cannot agree on a Technical Arbitrator within ten (10) days of the date of the notice of referral of the determination of Augmented Capacity to a Technical Arbitrator, then each Party shall select an independent expert and the two independent experts so selected by the Parties shall select the Technical Arbitrator. The two independent experts appointed by the Parties pursuant to the preceding sentence shall have no role in the arbitration other than to select the Technical Arbitrator.