definiens: shall mean the occurrence of one of the following events and the giving of notice by UTC to Pluristem of the occurrence thereof : ( i ) Pluristem has elected by a written notice to discontinue supplying Product to UTC without the prior written approval of UTC ; ( ii ) with respect to Development activities, the failure by or on behalf of Pluristem to supply on a timely basis of at least * * THE CONFIDEN TIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION . * * of the quantity of Product ordered by or on behalf of UTC or its Representatives ( acting reasonably or in accordance with the Manufacturing and Supply Agreement, if such agreement is in effect ) i n accordance with Section 6.1 provided that such failure was not remedied within * * THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST F OR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATEL Y WITH THE COMMISSION . * * days of the date on which such su pply was due thereunder and provided further that such failure occurred mor e than * * THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST F OR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATEL Y WITH THE COMMISSION . * * during the Term ; ( iii ) with respect to Commercialization activiti es, the failure by or on behalf of Pluristem to supply on a timely basis of at least * * THE CONFI DENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENT IAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION . * * of the quantity of Product ordered by or on behalf of UTC or its Representatives in accordance with the Manufacturin g and Supply Agreement, provided that such failure was not remedied within * * THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST F OR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATEL Y WITH THE COMMISSION . * * days of the date on which such su pply was due thereunder ( without such period being extended by any cure per iod in the Manufacturing and Supply Agreement ) and provided further that such fa ilure occurred more than * * THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT T O A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FIL ED SEPARATELY WITH THE COMMISSION . * * during the Term ; 4 ( iv ) Pluristem has terminated the Manufacturing and Supply Agreement other than as a result of a breach by UTC of the Manufacturing and Supply Agreement or the insolvency of UTC ; or ( v ) termination of the Manufacturing and Supply Agreement by UTC due to material breach by Pluristem that is jeopardizing the supply of Product or insolvency of Pluristem ; provided however that, upon the occurrence of any o ne of the foregoing events, if Pluristem facilitate s the procurement of Product for UTC from a Third Party M anufacturer acceptable to UTC, acting reasonably, u nder substantially similar terms as supplied pursuant he reto, including, if then in effect, the Manufacturi ng and Supply Agreement, so that the uninterrupted supply of Prod uct is otherwise as contemplated by this Agreement ( without the occurrence of such Failure to Supply ), then the occurrence of such event shall not be a Failure of Supply