Changes requested by GILEAD Clause Samples

Changes requested by GILEAD. If GILEAD requests a Change which would result in an increase in APO’s costs for Components or for manufacturing, controlling or [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. packaging the Product, the Parties shall discuss in good faith what impact, if any, such Change will have on the Supply Price of the Product, and APO shall propose in good faith a proposal that states the price change due to implementation of such a Change. If GILEAD should accept a proposed price change, the proposed Change shall be implemented, and the price change shall become effective only with respect to those orders of the Product which are manufactured in accordance with the revised Specifications. Unless a proposed Change would cause [ * ] disruption to APO’s other operations at the Facility, APO will be obligated to implement such Change if GILEAD accepts APO’s good faith proposal for a price change. Notwithstanding any Change in the Specifications implemented in accordance with the preceding terms of this Section 11.2.1, GILEAD agrees to purchase [ * ] the Product manufactured by APO based upon any Binding Order relying on “old” Specification at the “old” price for those Product. In addition, GILEAD agrees to purchase [ * ] Components and Inventory utilized under the “old” Specifications and purchased or maintained by APO in order to fulfill Binding Orders in accordance with Section 6 of the Agreement, to the extent that such Components and Inventory can no longer be utilized under the revised Specifications. Open purchase orders for Components no longer required under any revised Specification which were placed by APO with suppliers in order to fulfill Binding Orders in accordance with Section 6 of the Agreement shall be cancelled where possible, and where such orders are not subject to cancellation without penalty, shall be assigned to and satisfied by GILEAD.