definiens: shall mean ( a ) a material or repeated failure to meet a firm order for Product or a material or repeated failure tomanufacture Product in accordance with GMP ( as such term will be defined in the Commercial Supply Agreement ) or the applicablespecifications for such Product ; provided, that, to the extent that Product supplied to Licensee is manufactured by Dermavant or its Affiliates, failure to meet at least [ * * * ] of a firm order for Product or to manufacture Product in accordance with GMP or the applicable specifications forsuch Product, in either case, for a consecutive [ * * * ] period will be deemed to be a Supply Failure ; provided, further, that to the extent thatProduct supplied to Licensee is manufactured by a CDMO, a Supply Failure under this Agreement will not be deemed to have occurredunless a Supply Failure ( or correlative term ) under the applicable CDMO agreement has occurred or ( b ) Dermavant ’s material or repeatedfailure to make arrangements for manufacturing and supply of the Compound or Product ( including, placing an order to CDMO ), in accordancewith its obligations under the Clinical Supply Agreement or Commercial Supply Agreement, which Supply Failure described in ( b ) shall befurther defined in the Clinical Supply Agreement and Commercial Supply Agreement