Tolled API definition
Examples of Tolled API in a sentence
Any such adjustment to quantities of Product (or timing of delivery) shall be based on those quantities of Tolled API that XenoPort is not able to provide (or based on the delayed receipt of Tolled API), which, for the avoidance of doubt, shall not prevent GSK’s use of Commercially Reasonable Efforts to supply those quantities of Product able to be supplied using Tolled API actually received (or based on reasonably adjusted delivery times).
Such Tolled API shall be provided to GSK (or as directed by GSK) free of charge, in sufficient quantity and in accordance with the requested delivery time to allow GSK to meet any Firm Order commitments (and delivery dates agreed therein); provided that GSK shall in the normal course give at least [… * …] to XenoPort prior to the requested date of delivery and for any unexpected events (e.g., batch failure) as promptly as practicable.
In the event that XenoPort fails to deliver (in whole or in part) the Tolled API (or fails to deliver in the time period requested by GSK), GSK shall make appropriate adjustments to the quantities (or delivery phasing) of Product included in the relevant Firm Order without such adjustment(s) deemed a breach by GSK of any Firm Order commitments (or a breach of any obligations under this Termination Agreement or the Supply Agreement by reason of GSK’s failure to supply, to the extent so prevented).