Failure to Supply

Failure to Supply. Shall mean, on a Product-by-Product basis, with respect to a particular Product: (a) during the *[REDACTED] period beginning on the first day of the Initial Shipment Month of such Product, *[REDACTED] in which UBI (i) fails to deliver to Siemens at least *[REDACTED]% of the quantity of such Product requested by Siemens under accepted Purchase Orders for Product to be delivered in *[REDACTED], or (ii) is more than *[REDACTED] late in delivering the quantity of such Product ordered by Siemens in... *[REDACTED]; or (b) after such *[REDACTED] period, one month in which UBI (i) fails to deliver to Siemens at least *[REDACTED]% of the quantity of such Product requested by Siemens under accepted Purchase Orders for that Product to be delivered in *[REDACTED], or (ii) is more than *[REDACTED] late in delivering the quantity of such Product ordered by Siemens in *[REDACTED], until the volume of such Product supplied to Siemens in *[REDACTED] exceeds *[REDACTED] after which event "Failure to Supply" shall mean *[REDACTED] in which UBI (i) fails to deliver to Siemens at least *[REDACTED]% of the quantity of such Product requested by Siemens under accepted Purchase Orders for such Product to be delivered in *[REDACTED], or (ii) is more than *[REDACTED] late in delivering the quantity of such Product ordered by Siemens in *[REDACTED]; in each case to the extent such Purchase Order is submitted by Siemens with sufficient lead-time as set forth in Section 4.1, is consistent with Siemens' forecasts, and does not exceed UBI's supply commitment; and except, in each case, to the extent such failure or delay is caused by Force Majeure or by Siemens' failure or delay in delivering any applicable HHS-Supplied Materials conforming to the HHS Warranty in sufficient quantity necessary to produce the quantity of such Product ordered View More