1. Product Requirements, Pricing and Quantities
(a) Roche will supply, and UK will purchase, the quantity of Units of Product identified as a Firm Quantity in accordance with the “Product Requirements” at Annex A.
(h) Subject to Section 2(i), if Roche fails to Deliver Units of Product in the volume or by the dates provided for in the Delivery Schedule or as notified for the actual date of Delivery (as may be refined in accordance with this Section 2) (a “Delay” or “Delayed Product“), [REDACTED], and in any event Roche shall reimburse UK for any out of pocket expenses which UK has reasonably incurred as a consequence of such Delay and Delayed Product.
(i) Notwithstanding the provisions of Section 2(h), Units of Product will not be considered Delayed [REDACTED] of the Units due to be Delivered in a Delivery batch are not Delivered pursuant to the Delivery Schedule or by the date notified for actual Delivery.
(j) Roche shall promptly inform UK from time to time of any possibility to Deliver Units of Product earlier than the dates set forth in the Delivery Schedule, provided that Marketing Approval has been secured. Following such notification, if UK wishes to accept Product being Delivered earlier than the Delivery Schedule, the Parties shall discuss in good faith and Roche shall use Commercially Reasonable Efforts to Deliver those quantities of Product in accordance with the Delivery dates which are agreed between the Parties following notification pursuant to this Section 2(j). The provisions of Sections 2(h) and 2(i) shall apply mutatis mutandis to any revised Delivery dates for Product in accordance with this Section 2(j).
(k) Without prejudice to any other remedies, any rejection of or defect in the Product Delivered under this Agreement shall be addressed in accordance with Annex B.
(l) Until the Firm Quantity has been Delivered free of defects and in full to UK, Roche shall not and shall procure none of its affiliates shall supply any quantities of the Product to any third party in, or for use in or import to, the Territory [the United Kingdom].
9. Governance and Oversight
(j) UK shall have a right of consultation in respect of the matters set out in Part B of Annex E or any other matters which will negatively impact or Delay supply under this Agreement. Before Roche takes or implements any decisions under, or which will negatively impact or Delay supply under, this Agreement, or are decisions in respect of those matters set out in Part B of Annex E, Roche shall provide UK with a reasonable opportunity to consult on and provide comments on Roche’s proposed decision. Roche shall take on board and use Commercially Reasonable Efforts to take into account and implement any reasonable requests and comments of UK in respect of such matters.