definiens: shall mean any cause or contingency beyond a Party ’s reasonablecontrol which is not reasonably preventable by taking precautions which are customary and/or prudent for a company and / orfacility the size of that being operated by the affected Party ( the Parties agree that such precautions shall not include maintaininga back - up laboratory facility ), including, strikes or other labor disturbances, lockouts, riots, quarantines, communicable diseaseoutbreaks, wars, acts of terrorism, fires, floods, storms, or compliance with any order or regulation of any Regulatory Authorityacting within color of right and any circumstances caused by the other Party or, in the case of Prometheus and its Affiliates, theirrespective customers or any entity in their chain of distribution . If and to the extent that either Party is prevented or delayed by aForce Majeure Event from performing any of its obligations under this Agreement and promptly so notifies the other Party, specifying the matters constituting the Force Majeure Event together with such evidence in verification thereof as it canreasonably give and specifying the period for which it is estimated that the prevention or delay will continue, then the Party soaffected shall be relieved of liability to the other for failure to perform or for delay in performing such obligations ( as the casemay be ), but shall nevertheless use commercially reasonable efforts to resume full performance thereof, provided that if the ForceMajeure Event continues for a period of ninety ( 90 ) days or more following notification, the Party whose performance is notaffected by the Force Majeure Event may terminate this Agreement by giving not less than thirty ( 30 ) days prior notice to theother Party