Common use of MATERIAL AVAILABILITY Clause in Contracts

MATERIAL AVAILABILITY. 11.1 Subject to the terms and conditions of this Agreement, including without limitation the provisions of Sections 1.4, 11.2, 11.3, 15 and 16, Seller agrees to maintain Products (including Changed Products based thereon), or technically substantially equivalent products that are reasonably acceptable to Buyer, available for purchase or replacement, in each case, for a period of at least two (2) years after the first commercial shipment of Products (including Changed Products based thereon) by Seller to Buyer (including any Affiliate and CM) under this Agreement (“Minimum Supply Period”). 11.2 Notwithstanding anything to the contrary in this Agreement, Seller may discontinue the sale of those Products included in this Agreement (and no longer have the obligation to supply such Products), by notifying Buyer of such discontinuance in writing at any time after expiration of the Minimum Supply Period, but no less than one hundred and eighty (180) days in advance of the last order date. 11.3 In respect of Products for which notice of discontinuance has been received in accordance with Section 11.2, Buyer shall have one hundred and eighty (180) days to place a Life Time Buy (LTB) order(s) subject to Section 11.4 below, and must take receipt of the Products within twelve (12) months after expiration of such 180-day period. 11.4 After receipt of such notice of discontinuance, Buyer may determine the Life Time Buy (LTB) quantity under the following conditions: (i) The LTB Quantity shall be by mutual agreement if Buyer desires to order more than the purchased volume of Product by Buyer for the preceding eighteen (18) months; (ii) The price shall be negotiated at the ▇▇▇▇ ▇▇▇▇▇▇ gives notice of the discontinuance in light of Section 7.2 (as compared to other LTB buyers of the same discontinued Product). 11.5 Seller shall reasonably consider and endeavor to meet Buyer’s requirements for longer periods of availability than are provided above in this Section 11, subject to good faith negotiations and mutual agreement regarding reasonable business conditions (including without limitation, price). 11.6 If Seller determines that the availability of discontinued Products exceeds the LTB requirements of all its customers, then Buyer shall reasonably consider Increasing its LTB order, subject to good faith negotiations and mutual agreement regarding reasonable business conditions (Including without limitation, price).

MATERIAL AVAILABILITY. 11.1 Subject to the terms and conditions of this Agreement, including without limitation the provisions of Sections 1.4, 11.2, 11.3, 15 and 16, Seller agrees to maintain Products (including Changed Products based thereon), or technically substantially equivalent products that are reasonably acceptable to Buyer, available for purchase or replacement, in each case, for a period of at least two (2) years after the first commercial shipment of Products (including Changed Products based thereon) by Seller to Buyer (including any Affiliate and CM) under this Agreement (“Minimum Supply Period”). 11.2 Notwithstanding anything to the contrary in this Agreement, Seller may discontinue the sale of those Products included in this Agreement (and no longer have the obligation to supply such Products), by notifying Buyer of such discontinuance in writing at any time after expiration of the Minimum Supply Period, but no less than one hundred and eighty (180) days *** in advance of the last order date. 11.3 In respect of Products for which notice of discontinuance has been received in accordance with Section 11.2, Buyer shall have one hundred and eighty (180) days *** to place a Life Time Buy (LTB) order(s) subject to Section 11.4 below, and must take receipt of the Products within twelve (12) months *** after expiration of such 180-day period***. 11.4 After receipt of such notice of discontinuance, Buyer may determine the Life Time Buy (LTB) quantity under the following conditions: (i) The LTB Quantity shall be by mutual agreement if Buyer desires to order more than the purchased volume of Product by Buyer for the preceding preceeding eighteen (18) months; (ii) The price shall be negotiated at the ▇▇▇▇ ▇▇▇▇▇▇ gives notice of the discontinuance in light of Section 7.2 (as compared to other LTB buyers of the same discontinued Product). 11.5 Seller shall reasonably consider and endeavor to meet Buyer’s requirements for longer periods of availability than are provided above in this Section 11, subject to good faith negotiations and mutual agreement regarding reasonable business conditions (including without limitation, price). 11.6 If Seller determines that the availability of discontinued Products exceeds the LTB requirements of all its customers, then Buyer shall reasonably consider Increasing its LTB order, subject to good faith negotiations and mutual agreement regarding reasonable business conditions (Including without limitation, price).