Inability to Manufacture. In the event that BTC after exercising the Supply Option, becomes unable to Manufacture the Product or to furnish Product to Auxilium that is Manufactured on BTC’s behalf for any reason including, without limitation, as a result of a force majeure, Auxilium will be entitled, upon written notification to BTC, to seek all of its requirements of Product from the Back-Up Suppliers until such time, if any, as BTC, or another party on BTC’s behalf, shall re-commence Manufacture of the Product; provided, however, that in the event BTC either itself or through a third party re-commences the Manufacture of Product, Auxilium’s ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. obligation to purchase some or all of the Product from or through BTC shall be subject to Auxilium’s contractual obligations to the Back-Up Suppliers. BTC shall notify Auxilium as soon as practical in advance of its intent to recommence the manufacture of the Product. After BTC has given the notice, the Parties shall negotiate in good faith the specifics of the transfer process such as timing of transfer and gradual increases of quantities manufactured by BTC over time. The transfer shall afford Auxilium supply terms that are not less favorable than those afforded to Auxilium by the Back-Up Suppliers and sufficient time to scale down the manufacture of Product by the Back-Up Suppliers.
Inability to Manufacture. Subject to Section 16.9, should Genmab be unable to meet its obligations to manufacture and deliver a Batch for any reason (other than with respect to any Non-Conforming Batch which is addressed under Section 5.10 of the Agreement) during the Production Year as indicated in the Order (as such Production Year may be amended pursuant to Sections 3.5.2(a)(iii) or 3.5.2(b)(iii)), Facet shall be entitled, in addition to any other remedies set forth in the Agreement, to a refund of any deposits and Extension Fees paid in accordance with Section 3.5.2 for such Production Year. For * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. clarification concerning refund of the Extension Fee, if Facet pays the appropriate Extension Fee in [****]* to manufacture Batch(es) in the [****]* Production Year and Genmab notifies Facet that it is unable to manufacture such Batch(es) for Facet in the [****]* Production Year, Facet would be entitled to a refund of the Extension Fee; if Facet pays the appropriate Extension Fee in [****]* to manufacture Batch(es) in the [****]* Production Year and Genmab notifies Facet that it is unable to manufacture such Batch(es) for Facet in the [****]* Production Year after [****]*, Facet would be entitled to a refund of the Extension Fee paid in [****]*, but not the Extension Fee paid in [****]* to extend manufacturing to the [****]* Production Year.
