Incomplete Delivery. (1) Omthera shall notify ONC in writing as soon as reasonably practicable if there is an incomplete delivery according to the terms of this Agreement and a confirmed FX Order. ONC shall thereafter use its commercially reasonable efforts to deliver the shortfall as soon as possible, but no later than […***…] days of the intended delivery date under the FX Order, provided this shall be without prejudice to any other rights or obligations under this Agreement. (2) If the shortfall for delivery of any FX Order exceeds […***…], then without limiting any other remedies of Omthera under this Agreement, the following terms shall apply: (a) If the shortfall is […***…]: (i) […***…] shall apply for delivery of the shortfall; and (ii) If the complete delivery of the shortfall occurs after […***…], the Supply Price for the shortfall quantity […***…] shall be reduced by […***…], and […***…]. (b) If the shortfall is […***…]: (i) […***…] shall apply for delivery of the shortfall; (ii) If the complete delivery of the shortfall occurs after […***…], the Supply Price for the shortfall quantity […***…]shall be reduced by […***…], and […***…]; and (c) If the complete delivery of the shortfall occurs […***…] days after the FX Order, ONC shall also pay to Omthera, […***…], and […***…], in each case of the Supply Price (as per the FX Order) for the shortfall quantity […***…]. (3) The above terms of Section 2.10(2) shall not apply to a shortfall caused by a Force Majeure Event, and the application of Section 2.10(2) shall not release the Parties from their obligations and liabilities under this Agreement.
Appears in 1 contract
Sources: Intermediate Feedstock Supply Agreement (Omthera Pharmaceuticals, Inc.)
Incomplete Delivery. (1) Omthera shall notify ONC in writing as soon as reasonably practicable if there is an incomplete delivery according to the terms of this Agreement and a confirmed FX Order. ONC shall thereafter use its commercially reasonable efforts to deliver the shortfall as soon as possible, but no later than […***…] days of the intended delivery date under the FX Order, provided this shall be without prejudice to any other rights or obligations under this Agreement.
(2) If the shortfall for delivery of any FX Order exceeds […***…], then without limiting any other remedies of Omthera under this Agreement, the following terms shall apply:
(a) If the shortfall is […***…]:
(i) […***…] shall apply for delivery of the shortfall; and
(ii) If the complete delivery of the shortfall occurs after […***…], the Supply Price for the shortfall quantity […***…] shall be reduced by […***…], and […***…].
(b) If the shortfall is […***…]:
(i) […***…] shall apply for delivery of the shortfall;
(ii) If the complete delivery of the shortfall occurs after […***…], the Supply Price for the shortfall quantity […***…]shall be reduced by […***…], and […***…]; and
(c) If the complete delivery of the shortfall occurs […***…] days after the FX Order, ONC shall also pay to Omthera, […***…], and […***…], in each case of the Supply Price (as per the FX Order) for the shortfall quantity […***…].
(3) The above terms of Section 2.10(2) shall not apply to a shortfall caused by a Force Majeure Event, and the application of Section 2.10(2) shall not release the Parties from their obligations and liabilities under this Agreement.
Appears in 1 contract
Sources: Intermediate Feedstock Supply Agreement (Omthera Pharmaceuticals, Inc.)