CASE THAT ARE NOT CAUSED BY ANY ACT OR OMISSION OF THE AFFECTED
PARTY AND THAT ARE BEYOND THE REASONABLE CONTROL OF SUCH PARTY.
THE PARTY WHICH
IS NOT PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT AS A RESULT OF AN EVENT
OF FORCE MAJEURE SHALL USE DILIGENT EFFORTS TO RESUME COMPLIANCE WITH THIS
AGREEMENT AS SOON AS POSSIBLE.
SHOULD THE EVENT OF FORCE MAJEURE CONTINUE
UNABATED FOR A PERIOD OF SIXTY (60) DAYS OR MORE, THE PARTIES SHALL ENTER INTO
GOOD FAITH DISCUSSIONS WITH A VIEW TO ALLEVIATING ITS AFFECTS OR TO AGREEING
UPON SUCH ALTERNATIVE ARRANGEMENTS AS MAY BE FAIR AND REASONABLE HAVING REGARD
TO THE CIRCUMSTANCES PREVAILING AT THAT TIME, PROVIDED THAT PURCHASER MAY AT ANY
TIME AFTER SUCH SIXTY (60) DAY PERIOD TERMINATE THIS
19
CONFIDENTIAL
CERTAIN INFORMATION HAS BEEN REDACTED
CONFIDENTIAL TREATMENT REQUESTED
AGREEMENT, WITHOUT LIABILITY TO SUPPLIER, PROVIDED THAT UPON SUCH TERMINATION
CONCEPTUS SHALL PURCHASE ALL COMPLETED PRODUCT INVENTORY AND PRODUCT COMPONENTS
THAT EXIST AT THE TIME OF TERMINATION AND THAT MEET THE SPECIFICATIONS.
FOR
CLARITY, CONCEPTUS SHALL NOT BE OBLIGATED TO PURCHASE AN AMOUNT OF PRODUCTS (OR
COMPONENTS THEREOF) THAT EXCEEDS THE AMOUNT OF THE PRODUCT PURCHASE REQUIREMENT.
14.7
NOTICES.
ANY NOTICE, REQUEST, CONSENT OR
COMMUNICATION (COLLECTIVELY, A "NOTICE") UNDER THIS AGREEMENT SHALL BE EFFECTIVE
IF IT IS IN WRITING AND (I) PERSONALLY DELIVERED, (II) SENT BY CERTIFIED OR
REGISTERED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, (III) SENT BY AN
INTERNATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE, WITH DELIVERY CONFIRMED,
OR (IV) TELEXED OR TELECOPIED, WITH RECEIPT CONFIRMED, ADDRESSED AS SET FORTH IN
THIS SECTION OR TO SUCH ADDRESS AS SHALL BE FURNISHED BY EITHER PARTY HERETO TO
THE OTHER PARTY HERETO.
A NOTICE SHALL BE DEEMED TO HAVE BEEN GIVEN AS OF
(I) THE DATE WHEN PERSONALLY DELIVERED, (II) WHEN RECEIVED IF DELIVERED BY THE
UNITED STATES POSTAL SERVICE, CERTIFIED OR REGISTERED MAIL, PROPERLY ADDRESSED,
RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR BY OVERNIGHT DELIVERY SERVICE, OR
(III) IMMEDIATELY, UPON CONFIRMATION OF RECEIPT OF THE TELEX OR TELECOPY, AS THE
CASE MAY BE.
ALL NOTICES SHALL SPECIFICALLY STATE: THE PROVISION (OR
PROVISIONS) OF THIS AGREEMENT WITH RESPECT TO WHICH SUCH NOTICE IS GIVEN AND
SHALL BE ADDRESSED AS FOLLOWS:
If to the Supplier to:
Accellent Inc.
100 Fordham Road
Wilmington, MA 01887
ATTN: Executive VP Sales & Marketing
If to the Purchaser to:
Conceptus, Inc.
331 East Evelyn Avenue Building C
Mountain View, CA 94041
with a copy to:
Accellent Inc.
100 Fordham Road
Building C
Wilmington, MA 01887
ATTN: General Counsel
with a copy to:
J.D. Marple, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
14.8
WAIVERS.
THE FAILURE OF EITHER PARTY TO ASSERT A
RIGHT HEREUNDER OR TO INSIST UPON COMPLIANCE WITH ANY TERM OR CONDITION OF THIS
AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF THAT RIGHT OR EXCUSE A SIMILAR
SUBSEQUENT FAILURE TO PERFORM ANY SUCH TERM OR CONDITION BY THE OTHER PARTY.
14.9
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, AND EXECUTION BY