definiens: means ( a ) any notification from [COMPANY] of an anticipated Product shortage, or actual inability, to fill [ * * * ] percent or more of a Purchase Order in either case for a period of [ * * * ] months or more from the agreed upon Deliver y Date ; ( b ) force majeure or negligent or intentionally reckless act affecting [COMPANY] ’s ability to supply Product that meets the Specifications in accordance with this Agreement for a period of [ * * * ] months or more from the agreed upon delivery date ; or ( c ) the occurrence on [ * * * ] or more occasions within a [ * * * ] month period of a material breach by [COMPANY] of its obligation to supply Product that meets the Specifications whether or not such breach has been cured . Notwithstanding any rights or obligations in the Agreement, should there be a Supply Failure and such failure is not due to or caused by the actions of Customer, then ( i ) Customer is permitted to [ * * * ] secure supply of Product from other sources even if such supply would otherwise be contrary to t he terms of this Agreement, including but not limited to Section 3.1 ; and ( ii ) Customer is excused from for any Minimum Annual Commitment [ * * * ], and ( iii ) if Customer elects to have [COMPANY] conduct technology transfer in accordance with Section 13.5 follow ing such Supply Failure, such technology transfer shall be performed at [COMPANY] ’s reasonable cost and expense