definiens: means, with respect to a given Product, [COMPANY] ’s failure to timely deliver to [COMPANY] ( i ) at least [ * * * ] of the quantity of su ch Product ordered in accordance with the Binding O rders for such Product ( for avoidance of doubt, in determinin g the percentage of Product delivered for purposes of this clause ( i ), only Product that conforms to the Produ ct Warranty and is delivered by [COMPANY] in accord ance with this Agreement, shall be included ), as measure d over a period of any [ * * * ], or ( ii ) a cessation o r suspension of Manufacturing of Product by [COMPANY] that is no t cured by [COMPANY] in accordance with Section 2.1 4, that is reasonably likely to result in a failure by [COMPANY] to timely deliver Product to [COMPANY] as described in the foregoing clause ( i ), that, in either case ( the foregoing clause ( i ) or clause ( ii ) ), is not cause d by a breach of this Agreement by [COMPANY]