definiens: shall mean with respect to agreed - upon delivery d ates : ( a ) [ … * * * … ] or more Supply Delays in any given [ … * * * … ] ; ( b ) a Supp ly Delay in any [ … * * * … ] in a given [ … * * * … ] period ; or ( c ) any failure by thX to deliver to Talis or it s designees on time more than [ … * * * … ] ( [ … * * * … ] ) of any Product ordered in accordance with this Agreement o ver any [ … * * * … ] period excluding any delay that is attributable to Talis or that is outside of the rea sonable control of thX, provided further that such failure is not caused by the following : ( i ) a Force Majeure Event ; or ( ii ) Talis ’s fault including, without limitatio n, Talis ’s failure to supply raw materials to be supplied by T alis under Section 4.1