definiens: shall mean, with respect to any Product, ( A ) the failure ofOmrix to both ( I ) supply at least sixty - five percent ( 65 % ) ofEthicon 's binding orders for such Product which conform to the Forecast for a consecutive three ( 3 ) month period ( the ) and ( 2 ) supply at least eighty percent ( 80 % ) of [COMPANY] 's binding orders for such Product which conform to the Forecast for the nine ( 9 ) month period that commences with the begiMing of the Initial Shortage Period ( such nine month period, a ) or ( B ) the failure ofOrnrix to supply at least ninety percent ( 90 % ) ofEthicon 's binding orders for such Product which conform to the Forecast during any Fiscal Year ( such a Fiscal Year, also a ) . Any such shortage under clauses ( A ) or ( B ) below ninety percent ( 90 % ) of the quantities ordered by [COMPANY] pursuant to binding orders which conform to the Forecast during the Shortage Period is referred to herein as a for such Product ( for instance, if the Binding Orders for the Shortage Period were for 100 units of a Product and Omrix supplied only 65 units of that Product during that period, the Failure to Supply Shortfall would be 25 units of that Product )