definiens: means ( a ) with respect to the 500 mg formulation of the Product, [COMPANY] 's failure to fill orders from its wholesalers and distributors for the 500 mg formulation ofthe Product equal to or in excess of ( i)[seventiJpercent ofthe aggregate amount of 500 mg formulation of the Product ordered during any period of three consecutive Affit, e,~ent Months that does not exceed the then - current Volume Forecast for such period, or ( ii ), ' net percent of the amount of 500 mg formulation of the Product ordered for three consecutive Agreement Months that does not exceed the then - current Volume Forecast for such period ; and ( b ) with respect to the 1000 mg Formulation, [COMPANY] 's failure to fill orders from its wholesalers and distributors for the 1000 mg Formulation equal to or in excess of ( i)/fifti/ percent ofthe aggregate amount of 1000 mg Formulation ordered during any period of six consecutive Agreement Months that does not exceed the then - current Volume Forecast .for such period, or ( ii)~ercent of the amount of 1000 mg Formulation ordered for twelve consecutive Agreement Months that does not exceed the then - current Volume Forecast for such period ; provided, in each case, that ( x ) any back - up manufacturing rights in favor of [COMPANY] pursuant to any exclusive supply arrangement relating to the applicable formulation of the Product are applicable as a result of such supply failure, and ( y ) [COMPANY] is not diligently exercising such back - up manufacturing rights