Common use of Failure to Supply Clause in Contracts

Failure to Supply. If IPC is unable (or anticipates an inability) to manufacture or deliver all or a portion of a Product to Tris as required by a confirmed or accepted Purchase Order pursuant to Section 3.3 of this Agreement, IPC shall promptly notify Tris in writing of the period for which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPC.

Failure to Supply. If IPC is unable Subject to Section 14.1, if NEKTAR cannot supply at least [**] percent (or anticipates an inability[**]%) to manufacture or deliver all or of the amount of the REAGENT consistent with and at the times specified by Sections 4.3 and 4.4 and does not cure the deficiency within [**] days after OPHTHOTECH so notifies NEKTAR in writing that a portion of a Product the REAGENT due for delivery has not been delivered, after using all reasonable efforts, then NEKTAR will be considered as being unable to Tris as required by a confirmed or accepted Purchase Order pursuant manufacture and sell to Section 3.3 of OPHTHOTECH the REAGENT under this Agreement, IPC shall promptly notify Tris in writing of the period for which such inability AGREEMENT (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to DeliverFAILURE”). For avoidance In the case of doubta FAILURE for any reason, so long as IPC uses Commercially Reasonable Efforts NEKTAR shall, subject to this Section 4.7, immediately work with OPHTHOTECH and grant to one THIRD PARTY contract manufacturer (the anticipated inability is a force majeure event“CONTRACT MANUFACTURER” such CONTRACT MANUFACTURER being subject to approval by both OPHTHOTECH and NEKTAR, IPC shall such approval to not be in breach unreasonably withheld by either party) a personal, non-assignable, non-exclusive right and license under the LICENSED TECHNOLOGY to make the amount of REAGENT, for the Purchase Order(s) affected nor this Agreementsole purpose of OPHTHOTECH producing the PRODUCT, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages OPHTHOTECH’s order for the relevant CALENDAR QUARTER as well as during the following [**] CALENDAR QUARTERS [**]. Such FAILURE by purchasing from another Person NEKTAR to supply OPHTHOTECH with the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC REAGENT will not be entitled taken as a refusal by NEKTAR to any share of positive Net Profits supply OPHTHOTECH with the REAGENT for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with subsequent CALENDAR QUARTERS unless NEKTAR so indicates. With respect to such productsubsequent CALENDAR QUARTERS, if NEKTAR has demonstrated that it has the ability to supply all of OPHTHOTECH’s REAGENT requirements hereunder, OPHTHOTECH will resume purchases of the REAGENT from NEKTAR in the manner provided for by this AGREEMENT. If at any time thereafter Payments made by OPHTHOTECH to the CONTRACT MANUFACTURER for REAGENT supplied during a FAILURE shall be recognized by NEKTAR, and NEKTAR shall not seek payment for such supply. Notwithstanding the foregoing, all of OPHTHOTECH’s milestone and royalty obligations shall remain in effect during the Term, IPC is able to timely deliver Product in satisfaction period of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPCany FAILURE. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPC[**].”

Failure to Supply. If IPC is unable Subject to Section 15.1, if SHEARWATER cannot supply at least seventy-five percent (or anticipates an inability75%) to manufacture or deliver all or of the amount of the REAGENT consistent with and at the times specified by Sections 4.3 and 4.4 and does not cure the deficiency within ninety (90) days after EYETECH so notifies SHEARWATER in writing that a portion of a Product the REAGENT due for delivery has not been delivered, after using all reasonable efforts, then SHEARWATER will be considered as being unable to Tris as required by a confirmed or accepted Purchase Order pursuant manufacture and sell to Section 3.3 of EYETECH the REAGENT under this Agreement, IPC shall promptly notify Tris in writing of the period for which such inability AGREEMENT (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”"FAILURE"). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable case of a FAILURE for any reason, SHEARWATER shall, subject to meet Tris’s Purchase Orders this Section 4.7, immediately work with EYETECH and grant to one THIRD PARTY contract manufacturer (the "CONTRACT MANUFACTURER" such CONTRACT MANUFACTURER being subject to approval by EYETECH, such approval to not be unreasonably withheld) a personal, non-assignable, non-exclusive right and license under the LICENSED TECHNOLOGY to make the amount of REAGENT, for the sole purpose of EYETECH producing the PRODUCT, in accordance with EYETECH'S order for the relevant calendar quarter as well as during the following three (3) calendar quarters or IPC issues a notice of an Anticipated Inability such longer period if required to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase fully address the Product that IPC is unable to timely supply FAILURE in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages 4.8. Such FAILURE by purchasing from another Person SHEARWATER to supply EYETECH with the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC REAGENT will not be entitled taken as a refusal by SHEARWATER to any share of positive Net Profits supply EYETECH with the REAGENT for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with subsequent calendar quarters unless SHEARWATER so indicates. With respect to such productsubsequent calendar quarters, if SHEARWATER has demonstrated that it has the ability to supply all of EYETECH'S REAGENT requirements hereunder, EYETECH will resume purchases of the REAGENT from SHEARWATER in the manner provided for by this AGREEMENT. Payments made by EYETECH to the CONTRACT MANUFACTURER for REAGENT supplied during a FAILURE shall be recognized by SHEARWATER, and SHEARWATER shall not seek payment for such supply. Notwithstanding the foregoing, all of EYETECH'S milestone and royalty obligations shall remain in effect during the period of any FAILURE. If at SHEARWATER, for any time reason, shall on two (2) separate occasions FAIL under this Section 4.7 to supply EYETECH with the REAGENT, EYETECH shall thereafter during be allowed to purchase from the Term, IPC is able to timely deliver Product in satisfaction CONTRACT MANUFACTURER all of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity its future requirements of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing REAGENT without regard to IPC. IPC shall reimburse Tris for any failure SHEARWATER'S willingness and ability to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance EYETECH with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing its requirements of the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPCREAGENT.

Failure to Supply. If IPC is Notwithstanding the provisions of Section 7.02, in the event that Diametrics shall be unable or unwilling or has failed for any reason (including as a result of the commencement of a case by or anticipates an inabilityagainst Diametrics under Title 11 (as defined in Section 9.02)) to manufacture or deliver all or supply to JJPI any Products in compliance with the desired delivery date specified in the purchase orders submitted by JJPI in accordance with Section 2.05 hereof (to the extent such quantities were included within the relevant forecasts submitted in accordance with Section 2.04 hereof) (a portion "Failure to Supply"), then, upon ninety (90) days written notice from JJPI (if Diametrics has failed to cure the breach during such ninety (90) day period, which cure may include the use of a third party manufacturer of Products that has satisfied the JJPI's Supplier Qualification Activities), JJPI may use, sell, make and have made the Products and use the Diametrics Trademarks in connection therewith pursuant to the license granted in Section 9.01 until such time as Diametrics demonstrates to JJPI's reasonable satisfaction its ability to fully resume its supply obligations hereunder (such time period, a "License Period"); provided that JJPI shall have no obligation to purchase Products from Diametrics, and the License Period shall continue, until the earlier of (i) any contractual obligations that JJPI has assumed in connection with producing the same or obtaining such substitute source of supply shall have terminated, and (ii) 180 days following the date on which Diametrics demonstrates to JJPI's reasonable satisfaction its ability to fully resume its supply obligations hereunder. In the event of such Failure to Supply, Diametrics shall make available to JJPI or its designee access to all Know-How and any other technical and proprietary materials, information and techniques necessary or helpful for JJPI to procure required raw materials or produce or arrange an alternative supplier of Product, and to provide advice and consultation in connection therewith. Diametrics shall not sell any Product to Tris as required any third party during a License Period. JJPI shall pay to Diametrics a royalty equal to (***)% of Net Sales of Product manufactured by a confirmed or accepted Purchase Order pursuant to Section 3.3 for JJPI under this Article 7 which, but for the license granted in Article 9 of this Agreement, IPC shall promptly notify Tris in writing would infringe a valid claim of the period a Diametrics Patent, and a royalty equal to (***)% of Net Sales of Product manufactured by or for JJPI under this Article 7 which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”)do not infringe a valid claim of a Diametrics Patent. For avoidance The provisions of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable 7.01 shall constitute JJPI's sole and exclusive remedy for a Failure to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), Supply except to the extent IPC such Failure to Supply is attributable to an intentional or willful act, omission or decision by Diametrics. -------- ***Denotes confidential information that has fully reimbursed Tris for been omitted from the Cover expense exhibit and filed separately, accompanied by a confidential treatment request, with respect the Securities and Exchange Commission pursuant to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity Rule 24b-2 of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers Securities Exchange Act of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPC1934.

Failure to Supply. If IPC If, during any Contract Year, OSUR is unable for any reason (other than Distributor’s failure to comply with Section 4.2 or anticipates an inability4.5(b)) to manufacture or deliver all or a portion of a Product to Tris as required by a confirmed or accepted Purchase Order pursuant to Section 3.3 supply at least *** in accordance with the terms and conditions of this Agreement, IPC ordered by binding Purchase Orders in compliance with the terms of Section 4.5 (which quantity shall promptly not include excess quantities contemplated by Section 4.5(a)(iv)) for delivery in any calendar quarter, and such failure continues for at least ninety (90) days after the delivery date set forth in such Purchase Order, then Distributor may elect to obtain a supply of a replacement product (the “Replacement Product”) from a third party (a “Third Party Supplier”) in an amount equal to the quantity of Product OSUR is unable to supply. Distributor shall notify Tris OSUR in writing of the period for which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within election no later than thirty (30) days after the end of receipt the ninety (90) day period specified above. If Distributor exercises its right under this Section 4.9, such action shall be Distributor’s sole and exclusive remedy in the event of invoice from Trisa failure to supply OSUR. IPC will not be entitled OSUR shall cooperate with Distributor in order to enable such Third Party Supplier to supply Replacement Product as required under this Section 4.9; provided that any share such Third Party Supplier executes a confidentiality agreement in form and substance reasonably satisfactory to OSUR in order to maintain the confidentiality of positive Net Profits for sale of substitute product not sourced any proprietary information provided by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect OSUR to such productThird Party Supplier. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described Nothing in this Section 3.3 continues for 4.9 shall require OSUR to transfer (by license or otherwise) to a Third Party Supplier any patent or other intellectual property rights to the Product. During the period beyond three (3) monthsthat a Third Party Supplier is manufacturing and supplying Replacement Product under this Section 4.9, Tris may terminate this Agreement upon thirty (30) days’ notice OSUR agrees that it will not enforce any patent rights owned or licensed by OSUR against Distributor, the Third Party Supplier or any customer of Distributor in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply respect of the manufacture, marketing, distribution or non-supply caused by IPC’s failure to timely supply sale of the Replacement Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity If Distributor exercises its right to have a Third Party Supplier manufacture and audit purposessupply a Replacement Product pursuant to this Section 4.9 and thereafter during the Term OSUR desires to resume supplying Distributor with the Product (whether by OSUR, through another source or otherwise), then OSUR shall notify Distributor of such failure desire. Distributor shall then resume purchasing Product exclusively from OSUR for the remainder of the Term of this Agreement as soon as OSUR demonstrates to Distributor’s reasonable satisfaction that OSUR (whether by OSUR, another source or otherwise) is capable of reestablishing a satisfactory supply penalties shall be supported by appropriate invoices detailing of Product. Distributor agrees that it will not enter into any contracts with Third Party Suppliers in accordance with this Section 4.9 under which the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris Distributor cannot terminate its purchase commitments for such penalties and damages, Replacement Product within ten ninety (1090) days in order to permit the resumption of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable supply by Tris to IPCOSUR in accordance herewith.

Failure to Supply. If IPC is unable In the event Supplier fails to supply and release at least [*]% of the Batches under accepted Purchase Orders covering any CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE REVANCE THERAPEUTICS, INC., HAS DETERMINED THE INFORMATION (or anticipates an inabilityI) to manufacture or deliver all or a portion IS NOT MATERIAL AND (II) IS THE TYPE THAT REVANCE THERAPEUTICS, INC. TREATS AS PRIVATE AND CONFIDENTIAL. period of a Product [*] days, solely and directly as a result of Supplier’s: (i) negligence; (ii) failure to Tris as required by a confirmed or accepted Purchase Order pursuant adhere to Section 3.3 the terms of this Agreement; or (iii) failure to materially comply with cGMP or other Applicable Law, IPC shall promptly notify Tris in writing then the Parties will meet and agree on and implement a delivery improvement action plan within [*]. If after implementation of such action plan there is subsequently a failure to supply and release at least [*]% of the Batches under accepted Purchase Orders covering any [*] period solely and directly as a result of Supplier’s (i) negligence; (ii) failure to adhere to the terms of this Agreement or (iii) failure to materially comply with cGMP or other Applicable Law, then Company, as its sole and exclusive remedy shall have the right to terminate this Agreement immediately upon written notice, including the right to cancel outstanding purchase orders without a cancellation fee, and in such case will be responsible only for which such inability (or anticipated inability) paying for services properly performed and non-cancellable commitments of Supplier up to so manufacture or deliver is expected (an “Anticipated Inability the date of termination. Company and Supplier acknowledge and agree that all Production timelines and target yields are approximate and subject to Deliver”). For avoidance of doubtrisks and uncertainties inherent, so long as IPC uses Commercially Reasonable Efforts for example, in technology transfer and the anticipated inability is biopharmaceutical industry generally and in the Production materials and technologies. The Company and Supplier agree to negotiate in good faith an appropriate yield target, tolerances and minimum obligation per Batch following the validation of Company’s process and the subsequent Production and release of [*] Batches of Company Product, along with Batch price adjustments (up or down) in the event of a force majeure eventshortfall due to the fault of Supplier or in the event of excess or below minimum yield. All process parameters and uniformity data for the PPQ Batches will be considered in this negotiation. Supplier will be responsible for refunding the full amount of any remaining depreciation on the Equipment and Facilities that Company has funded with the Company Contribution. Additionally, IPC shall not Supplier will be in breach subject to [*]% penalty of the Purchase Order(s) affected nor this Agreement, however, regardless cumulative amount of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover remaining depreciated values of the Equipment and lost revenues during the other obligations set forth in this Section 3.10. In the event IPC is unable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation failure to supply period. Notwithstanding the foregoing, Company shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to terminate this Agreement or any share outstanding purchase orders, and Supplier shall not be responsible for any refunds or any of positive Net Profits for sale of substitute product the Batches are not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except fulfilled to the extent IPC has fully reimbursed Tris for the Cover expense with respect due to such product. If at any time thereafter during the TermCompany’s actions or inactions, IPC is able including but not limited to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPCCompany’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply [*] or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposesCompany supplied Materials, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPCor a Force Majeure event.

Failure to Supply. If IPC In the event MDS cannot supply or does not deliver any NEEDLE PRODUCT(S) (whether as a result of force majeure or otherwise) within and for the time period pursuant to the agreement between MDS and DVA’s chosen MDS CONTRACT DISTRIBUTOR, MDS agrees that it shall give notice as promptly as is practicable under the circumstances to DVA, unless an order of a regulatory agency or other action arising out of patient safety concerns requires the giving of shorter notice. In the event MDS is unable (or anticipates an inability) to manufacture or deliver all or a portion fulfill MDS CONTRACT DISTRIBUTOR’S contractually placed orders within the provisions of a Product to Tris as required by a confirmed or accepted Purchase Order pursuant to Section 3.3 such agreement at any time during the Term of this Agreement, IPC shall promptly notify Tris in writing other than by action of the period FDA, DVA’s chosen MDS CONTRACT DISTRIBUTOR shall be entitled, at a minimum, to have the same proportion of its purchase orders fulfilled at all times as other purchasers of the NEEDLE PRODUCTS and, upon written request, MDS shall provide written assurances of same to DVA and its chosen MDS CONTRACT DISTRIBUTOR. In addition, in such circumstances, (a) any purchases of other codes of MDS needles or other manufacturers’ products by DVA shall count as NEEDLE PRODUCT unit purchases for which such inability purposes of the NEEDLE COMMITMENT and (or anticipated inabilityb) MDS has the right to so manufacture or deliver is expected offer to DVA substitute needle products at effective pricing no greater than as listed on Schedule B; and (an “Anticipated Inability c) if the failure to Deliver”). For avoidance supply was not the result of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event[**], IPC then MDS shall not be [**] and what DVA [**], but in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it no case shall still MDS be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable payment to meet Tris’s Purchase Orders or IPC issues a notice DVA of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost excess of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC $[**] per AVF or Buttonhole needle; and provided further that DVA shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits other damages or remedy whatsoever in connection with any failure to supply. Notwithstanding the foregoing, if MDS’ failure to supply NEEDLE PRODUCTS persists for sale of substitute product not sourced by Tris from IPC hereunder longer than sixty (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume 60) days and period it MDS is unable to supplyprovide reasonably acceptable alternative NEEDLE PRODUCTS, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris DVA may terminate this Agreement upon thirty effective at the end of such sixty (3060) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPCday period.

Failure to Supply. If IPC is unable (Hospira fails to deliver or anticipates an inabilitythat it will be unable to deliver at least *** of the quantity of Product ordered pursuant to the terms of this Agreement for ninety (90) or more consecutive days after the delivery date specified in the Firm Order, Hospira will promptly notify Orchid. If Hospira (a) fails to manufacture deliver at least *** of the quantity of Product for *** or more consecutive days after the delivery date specified in the Firm Order, or (b) upon request by Orchid, fails to provide adequate assurance of its ability to continue to deliver all or a portion of a Product to Tris as required by a confirmed or accepted Purchase Order pursuant to Section 3.3 the terms of this AgreementAgreement (other than, IPC shall promptly notify Tris in writing each case (a) and (b), as a result of a Force Majeure Event, any material breach of this Agreement by Orchid or its Affiliates, any failure of the period equipment, processes or technology transferred to Hospira by Orchid under the Business Transfer Agreement (but only to the extent any failure is not the result of ordinary wear and tear or failure in maintenance by Hospira), or any gross negligence or willful misconduct on the part of Orchid or its Affiliates) (a “Supply Failure”), then as Orchid’s sole remedy, Orchid shall have the right to agree to a revised delivery date or Orchid may: (i) cancel some or all existing purchase orders for Product that are subject to the Supply Failure without penalty and if additionally requested by Orchid, terminate this Agreement with respect to the affected Product; and/or (ii) cancel some or all existing purchase orders for Product that are the subject of the CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which such inability is the subject of a confidential treatment request. This text has been separately filed with the SEC. Supply Failure without penalty and purchase (or anticipated inabilitypermit Orchid’s customer to purchase) replacement Product from a Third Party and recover from Hospira the difference in price paid for such replacement Product and the Price that Orchid would have paid to so manufacture or deliver is expected Hospira under this Agreement for the equivalent amount of Product, together with any incidental damages (an collectively, “Anticipated Inability Cost to DeliverCover Damages”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, provided however, regardless of whether that in no event shall Hospira’s liability or not IPC has breached Cost to Cover Damages for any canceled purchase order (or portion thereof) exceed a Purchase Order or *** over the Price that Orchid would have paid to Hospira under this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10equivalent amount of Product. In Notwithstanding anything contained herein to the event IPC is unable contrary, upon Hospira’s provision of notice to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product Orchid that it requires beyond what IPC is no longer subject to a Supply Failure and is able to deliver. Tris shall use Commercially Reasonable Efforts recommence supplying Products to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC Orchid in accordance with this Agreement. For clarity , Orchid shall have no further rights pursuant to subsections (i) and audit purposes(ii) above in connection with the applicable Supply Failure, and from the date of such failure notice from Hospira, Orchid shall once again be subject to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Trisexclusive purchasing obligations set forth in Section 2.1, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris Orchid shall have the right to IPCpurchase any quantities of Product ordered from Third Parties during the pendency of the Supply Failure which were placed prior to Orchid’s receipt of Hospira’s notice.

Failure to Supply. ELITE shall notify LANNETT as promptly as possible, but in no event later than five (5) Business Days, after ELITE discovers that it will not be able to supply the quantity of Products ordered by the delivery date specified in a Purchase Order. In such event: (i) ELITE shall cooperate with LANNETT in taking all actions that XXXXXXX xxxxx reasonably necessary in order to remedy such inability to supply, at ELITE’s expense; and (ii) If IPC is unable ELITE’s inability to supply continues past twenty (or anticipates an inability20) to manufacture or deliver all or a portion of a Product to Tris as days from the required by a confirmed or accepted delivery date set forth in the Purchase Order pursuant at LANNETT’s election, any or all outstanding Purchase Orders relating to Section 3.3 of this Agreement, IPC such Product may be cancelled and LANNETT shall promptly notify Tris in writing of the period for which have no obligations with respect to such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this AgreementOrders; provided, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other ELITE must cover any Failure to Supply (as defined below) obligations set forth in this Section 3.10Section. In the event IPC is unable to meet Tris’s Purchase Orders Compliance by ELITE with this Article 4.4 shall not relieve ELITE of any other obligation or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply liability under this Agreement. LANNETT shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC otherwise retain all of its obligations rights under Section 3.3, may mitigate this Agreement and/or at law against ELITE for its damages by purchasing from another Person failure to deliver all or any portion of the quantity of substitute product that it requires beyond what IPC is able Products ordered by LANNETT. With regards to deliver. Tris shall use Commercially Reasonable Efforts a Binding Forecast or if ELITE accepted a Purchase Order from LANNETT, pursuant to obtain such substitute product at a reasonable price and communicate same to IPC the procedures defined in writing. Tris Section 4.2 of this Agreement, then ELITE shall be entitled to deduct responsible for the difference in cost paid late charges and any penalties assessed against LANNETT by Tris for such substitute product over the cost of the Product its Customers or any other third party or any costs, fees, charges, or penalties incurred by Lannett (“CoverFailure to Supply”), if anyunless the delay is attributable to (i) action or controls imposed by the DEA that do not result from ELITE's negligence, from gross negligence or willful misconduct; or (ii) demonstrable raw material shortages that are beyond ELITE's control, but ELITE will use commercially reasonable efforts to keep three (3) to six (6) months of raw materials inventory on hand at all times. Late charges and any amounts otherwise penalties assessed against ELITE by LANNETT under this paragraph are due and payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced being invoiced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing LANNETT and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such be deducted against amounts owed against other amounts payable by Tris LANNETT to IPC.ELITE. EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND

Failure to Supply. ELITE shall notify LANNETT as promptly as possible, but in no event later than five (5) Business Days, after ELITE discovers that it will not be able to supply the quantity of Products ordered by the delivery date specified in a Purchase Order. In such event: (i) ELITE shall cooperate with LANNETT in taking all actions that XXXXXXX xxxxx reasonably necessary in order to remedy such inability to supply, at ELITE’s expense; and (ii) If IPC is unable ELITE’s inability to supply continues past twenty (or anticipates an inability20) to manufacture or deliver all or a portion of a Product to Tris as days from the required by a confirmed or accepted delivery date set forth in the Purchase Order pursuant at LANNETT’s election, any or all outstanding Purchase Orders relating to Section 3.3 of this Agreement, IPC such Product may be cancelled and LANNETT shall promptly notify Tris in writing of the period for which have no obligations with respect to such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this AgreementOrders; provided, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other ELITE must cover any Failure to Supply (as defined below) obligations set forth in this Section 3.10Section. In the event IPC is unable to meet Tris’s Purchase Orders Compliance by ELITE with this Article 4.4 shall not relieve ELITE of any other obligation or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply liability under this Agreement. LANNETT shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC otherwise retain all of its obligations rights under Section 3.3, may mitigate this Agreement and/or at law against ELITE for its damages by purchasing from another Person failure to deliver all or any portion of the quantity of substitute product that it requires beyond what IPC is able Products ordered by LANNETT. With regards to deliver. Tris shall use Commercially Reasonable Efforts a Binding Forecast or if ELITE accepted a Purchase Order from LANNETT, pursuant to obtain such substitute product at a reasonable price and communicate same to IPC the procedures defined in writing. Tris Section 4.2 of this Agreement, then ELITE shall be entitled to deduct responsible for the difference in cost paid late charges and any penalties assessed against LANNETT by Tris for such substitute product over the cost of the Product its Customers or any other third party or any costs, fees, charges, or penalties incurred by Lannett (“CoverFailure to Supply”), if anyunless the delay is attributable to (i) action or controls imposed by the DEA that do not result from ELITE's negligence, from gross negligence or willful misconduct; or (ii) demonstrable raw material shortages that are beyond ELITE's control, but ELITE will use commercially reasonable efforts to keep three (3) to six (6) months of raw materials inventory on hand at all times. Late charges and any amounts otherwise penalties assessed against ELITE by LANNETT under this paragraph are due and payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced being invoiced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing LANNETT and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such be deducted against amounts owed against other amounts payable by Tris LANNETT to IPCELITE.

Failure to Supply. If IPC is (a) Notwithstanding the provisions of Section 13.4, in the event that during the Exclusivity Period, COMPANY shall be unable or unwilling or has failed for any reason (including as a result of the bankruptcy or anticipates an inabilityinsolvency of COMPANY to the extent permitted by law) to manufacture deliver to DISTRIBUTOR with at least (***) percent (***%), in dollar amounts, of Calibrators, Continuous Monitoring Products, or deliver all or a portion of a Product to Tris as required Intermittent Monitoring Products ordered by a confirmed or accepted Purchase Order DISTRIBUTOR, in the aggregate, pursuant to Section 3.3 of this Agreementfirm, IPC shall promptly notify Tris binding purchase orders in writing of the period for which such inability any (or anticipated inability***) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply consecutive Fiscal Quarters in accordance with Section 3.3 above 4.4 hereof (a "Failure to Supply"), then, upon ninety (90) days written notice from DISTRIBUTOR, if COMPANY has failed to cure the breach during such ninety (90) day period, which cure may include the use of a third party manufacturer of Products that has satisfied the DISTRIBUTOR's Supplier Certification Process, DISTRIBUTOR may make and have made the Product or Products causing the Failure to Supply (the "Licensed Products") in order to supply its own requirements and the requirements of its Affiliates and Subdistributors for such Licensed Products until termination of the license as provided in Section 4.11(b) below (such time period, a "License Period"). COMPANY shall be suspended deemed to have cured such Failure to Supply if, during such cure period, it supplies (i) the shortfall between the amount actually delivered to DISTRIBUTOR and Trissuch (***)% level, without relieving IPC and (ii) at least (***)% of its obligations under Section 3.3the applicable Products (e.g., may mitigate its damages Calibrators, Continuous Monitoring Products or Intermittent Monitoring Products) ordered by purchasing DISTRIBUTOR pursuant to firm, binding purchase orders for delivery during the cure period and otherwise due for shipment to DISTRIBUTOR during such cure period. On or before May 1, 2000, COMPANY shall deliver to a third party escrow agent, reasonably acceptable to DISTRIBUTOR, and COMPANY shall update from another Person the quantity time to time thereafter, a complete manufacturing documentation package, sufficient in detail and extent to allow a manufacturer of substitute product that it requires beyond what IPC is able DISTRIBUTOR's qualifications to delivermanufacture Products. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris Such materials shall be entitled released to deduct DISTRIBUTOR in the difference in cost paid event of a Failure to Supply, which Failure is not cured by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (COMPANY as provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPC4.11(a).

Failure to Supply. If IPC In the event MDS cannot supply or does not deliver any MDS PRODUCT(S) (whether as a result of force majeure or otherwise) within and for the time period pursuant to the agreement between MDS and DVA’s chosen MDS CONTRACT DISTRIBUTOR, MDS agrees that it shall give notice as promptly as is practicable under the circumstances to DVA, unless an order of a regulatory agency or other action arising out of patient safety concerns requires the giving of shorter notice. In the event MDS is unable (or anticipates an inability) to manufacture or deliver all or a portion fulfill MDS CONTRACT DISTRIBUTOR’S contractually placed orders within the provisions of a Product to Tris as required by a confirmed or accepted Purchase Order pursuant to Section 3.3 such agreement at any time during the Term of this Agreement, IPC shall promptly notify Tris in writing other than by action of the period FDA, DVA’s chosen MDS CONTRACT DISTRIBUTOR shall be entitled, at a minimum, to have the same proportion of its purchase orders fulfilled at all times as other purchasers of the MDS PRODUCTS and, upon written request, MDS shall provide written assurances of same to DVA and its chosen MDS CONTRACT DISTRIBUTOR. In addition, in such circumstances, (a) any purchases of other codes of MDS bloodlines or access devices, as the case may be, or other manufacturers’ products by DVA shall count as MDS PRODUCT unit purchases for which such inability purposes of the BLOODLINE commitment, the AVF COMMITMENT and any MEDIC COMMITMENT and for purposes of the tier pricing and rebates for MEDIC products not subject to any MEDIC COMMITMENT set forth in Schedule B; and (or anticipated inabilityb) MDS has the right to so manufacture or deliver is expected offer to DVA substitute MDS PRODUCTS at effective pricing no greater than as listed on Schedule B; and (an “Anticipated Inability c) if the failure to Deliver”). For avoidance supply was not the result of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event[**] then MDS shall [**] and what DVA [**], IPC but in no case shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still MDS be liable for Cover payment to DVA of such difference in excess of $[**] per pair for BLOOD TUBING PRODUCTS, $[**] per each equivalent for AVF NEEDLE SETS or $[**] per each equivalent for MEDIC. Notwithstanding the foregoing, if MDS’ failure to supply MDS PRODUCTS persists for longer than sixty (60) days and the other obligations set forth in this Section 3.10. In the event IPC MDS is unable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliverprovide reasonably acceptable alternative MDS PRODUCTS, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris DVA may terminate this Agreement upon thirty effective at the end of such sixty (3060) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPCday period.

Failure to Supply. If IPC is Notwithstanding the provisions of Section 11.1 (Force Majeure Events), in the event that Supplier shall be unable or unwilling or April 21, 2006 Novavax Esprit Supply Agreement shall fail to supply any Product in such quantities as Buyer shall request and in compliance with the delivery periods set forth in Section 4.3 (Change Orders) (whether due to the occurrence of a Force Majeure Event, following the commencement of a case by or against Supplier under the Bankruptcy Code or otherwise (hereinafter referred to as a “Failure to Supply”), then Buyer shall be permitted (after the expiration of a *** cure period following written notice from Buyer to supplier of such Failure to Supply and such Failure to Supply has not been cured by Supplier) to (i) to obtain such Product from another supplier including Cardinal, or (ii) to use, sell, and make Product itself in the Cardinal Red Lion facility or at another location. In this regard, Supplier shall (at no cost to Supplier) take all actions and provide all such cooperation and support reasonably necessary and reasonably within its control to give Buyer the right to enter, upon reasonable notice and during regular business hours, and shall be given access to, the Facility (or anticipates any other location where the Equipment is used or stored) so that Buyer may use or retrieve all records maintained in connection with the manufacturing equipment. Supplier’s obligations under this Section shall survive the termination of this Agreement for a period of ***. Upon the occurrence of any such Failure to Supply and through and until such time as Supplier fully resumes its supply obligations hereunder: (a) Supplier shall (at no cost to Supplier) take all reasonable actions within its control, execute and deliver all documents, and provide all such assistance as Buyer reasonably requests to enable Buyer to obtain Product from another supplier or to manufacture April 21, 2006 Novavax Esprit Supply Agreement Product itself; (b) Supplier shall (at no cost to Supplier) make available to Buyer or its designee access to any and all Intellectual Property Rights (to the extent not already granted pursuant to the License Agreement) and any other technical and proprietary materials, information and techniques necessary or helpful for Buyer to procure required Raw Materials or produce or arrange an inabilityalternative supplier of Product; (c) Supplier shall (at no cost to Supplier) provide advice and consultation in connection therewith; (d) Buyer shall purchase Product from Supplier once Supplier has cured the failure to supply; and (e) Buyer shall terminate any contractual arrangements contemplated by clause (a) of this sentence once Supplier has cured the failure to supply. As soon as reasonably practicable after an uncured Failure to Supply, Supplier shall furnish Buyer with Licensed Know-How (as defined in the License Agreement) which is necessary to enable Buyer to manufacture or deliver all or a portion of a have manufactured Product to Tris as required contemplated by a confirmed or accepted Purchase Order pursuant to Section 3.3 of this Agreement, IPC shall promptly notify Tris in writing of the period for which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable either party hereto believes it to meet Tris’s Purchase Orders or IPC issues a notice be in the best interest of an Anticipated Inability to Deliverboth parties, IPC’s obligation to supply shall continue but Tris’ obligation to purchase as the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended licensor and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost licensee of the Licensed Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, andin the Territory, to designate and qualify an alternate contract manufacturer of the extent not so offsetLicensed Product, IPC each party shall reimburse Tris for such Cover , within thirty (30) days consider in good faith the views of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except the other party as to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such productadvisability of engaging an alternate contract manufacturer. If at any time thereafter during agreed by the Termparties that an alternate contract manufacturer should be designated and qualified, IPC is able the parties shall cooperate to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing ensure the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity transition of the Licensed Product described manufacturing to a third party in this Section 3.3 continues for a period beyond three (3) monthsmanner that minimizes any interruption of supply of Licensed Product within the Territory. April 21, Tris may terminate this 2006 Novavax Esprit Supply Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPC.EXECUTION COPY

Failure to Supply. If IPC is In the event that Ivivi shall be unable (or anticipates an inability) unwilling or shall otherwise fail to manufacture or deliver all or a portion supply at least [*], of a the Product conforming to Tris as required by a confirmed or accepted Purchase Order pursuant to Section 3.3 the Specifications and other terms and conditions of this Agreement, IPC Agreement as Allergan shall promptly notify Tris order [*] and in writing of compliance with the period for which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations delivery periods set forth in this Section 3.10the purchase orders submitted by Allergan in accordance with SECTION 4.2(b) hereof (any such failure hereinafter referred to as a "FAILURE TO SUPPLY"), then Ivivi shall take prompt action to procure an alternate Product manufacturer and shall take all necessary and reasonable steps to enable such alternate Product manufacturer to produce the Product (and provide Allergan written confirmation thereof) (such action and steps to be collectively referred to herein as the "CORRECTIVE ACTION"). In the event IPC that the Failure to Supply is based on Ivivi's failure to meet (a) [*] and Ivivi (i) fails to take the Corrective Action or is unable to meet Tris’s Purchase Orders or IPC issues a notice of procure and enable an Anticipated Inability alternate Product manufacturer to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase produce the Product such that IPC the alternate Product manufacturer shall have begun production of the Product no later than the date which is [*] after written notice from Allergan (and provide Allergan written confirmation thereof) and (ii) has not provided written notice to Allergan within [*] days of the Failure to Supply of its intent to deliver all Units that had been ordered but not supplied, and actually delivers all such ordered but not supplied Units within [*] days of such Failure to Supply, or (b) [*] and Ivivi fails to take the Corrective Action or is unable to timely procure and enable an alternate Product manufacturer to produce the Product within [*] of written notice from Allergan (and provide Allergan written confirmation thereof), then Allergan shall have the right to exercise the license rights granted in SECTION 3.1(b) of this Agreement (the date such right becomes exercisable, the "ALLERGAN MANUFACTURING LICENSE COMMENCEMENT DATE") and to use the information described in SECTION 4.4, and, at Allergan's sole discretion, Allergan may continue to use its rights thereunder until such time as (x) Ivivi demonstrates to Allergan's reasonable satisfaction that Ivivi is able to fully resume its supply obligations hereunder, (y) Ivivi pays all costs and expenses associated with resuming such manufacture, including, without limitation, paying all costs and expenses associated with the termination of and transition from Allergan's then existing supplier, and (z) Ivivi actually fully resumes its supply obligations hereunder (such time period from the Allergan Manufacturing License Commencement Date to the end date described in accordance with Section 3.3 above the immediately preceding clauses (x) through (z), a "MANUFACTURING LICENSE PERIOD"), in which case, the Manufacturing License Period shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing Allergan shall thereafter purchase Product exclusively from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC Ivivi in accordance with the terms of this Agreement. For clarity and audit purposesIf Allergan engages a third party to produce or manufacture the Product during the Manufacturing License Period, then, in negotiating a reasonable commercial agreement with such failure third-party supplier, Allergan shall make a reasonable good faith effort to supply penalties shall be supported by appropriate invoices detailing provide for reasonable termination costs so long as obtaining such termination provisions does not cause the failure price Allergan pays for the Product to supply penalties issued by exceed the affected customers and wholesallers Transfer Price Allergan would have otherwise paid Ivivi hereunder. If the price Allergan pays for a Unit of Tris. IPC shall reimburse Tris Product or Allergan's cost to produce a Unit of Product (the "PRODUCT UNIT REPLACEMENT COST") is greater than the then applicable Transfer Price, which Allergan would otherwise have paid Ivivi hereunder for such penalties and damagesUnit of Product (the "PRODUCT PRICE DIFFERENCE"), within ten then Allergan shall deduct such Product Price Difference from the royalties required by SECTION 5.4 during the Manufacturing License Period (10) days of receipt of invoice for same from Tristhe royalties, provided that less such deduction if such invoice is not timely paidapplicable, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPCare the "MANUFACTURING LICENSE COMPENSATION").

Failure to Supply. ‌ If IPC at any time, other than during Permitted Unavailability or a Force Majeure event, there is unable (a failure by the Service Provider to perform or anticipates an inabilityobserve any one of the covenants set out in Section 5.1(a)(iii) to manufacture or deliver and, in the case of Section 5.1(a)(iii)(C), such failure results in the AESO replacing all or a portion of a Product the TMR Services (“Failure to Tris as required by a confirmed or accepted Purchase Order pursuant Supply”) the AESO shall have the right to Section 3.3 of this Agreement, IPC shall promptly notify Tris in writing of the period for which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of deduct from the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable Price for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable applicable Month any payment applicable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability such Failure to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply Supply in accordance with Section 3.3 above Schedule "B", together with the incremental cost of replacing all or that portion of the TMR Services that the Service Provider failed to supply, provided that the AESO shall be suspended and Trishave no claim for such deduction with respect to TMR Services that have been curtailed in the entirety by the AESO (pursuant to the ISO Rules) during any portion of the hour specified in the relevant Valid Dispatch Instruction for reasons of System Security or transmission congestion management, without relieving IPC as determined by the AESO in its sole discretion; provided, for clarity, that in the event that less than the entirety of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris TMR Services are so curtailed the AESO shall be entitled to claim deduction from the Service Provider for the portion of the TMR Services which was not actually supplied in compliance with the terms of a Valid Dispatch Instruction for the entire hour specified in such Valid Dispatch Instruction; and the AESO may net and set-off pursuant to Section 2.3 in Schedule “B” and realize on the Financial Security in accordance with ISO Rule Section 103.7 (Financial Default and Remedies).‌ If in a Month the AESO incurs incremental costs of replacing all or that portion of the TMR Services as a result of one or more Failures to Supply, the AESO shall not deduct the difference in cost paid by Tris for such substitute product over Month an amount of incremental costs greater than the cost amount of the Product Capacity Payment (as defined in Schedule “CoverB”). And if the incremental costs resulting from a single Failure to Supply extend in duration to the following Month(s), the aggregate deductions of incremental costs related to such Failure to Supply shall not exceed an amount equal to one (1) Capacity Payment (as defined in Schedule “B”), if anyprovided such Failure to Supply is determined by the AESO, from any amounts otherwise payable to IPC hereunder, andacting reasonably, to the extent be one (1) Failure to Supply and not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled separate or consecutive Failures to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPCSupply.

Failure to Supply. If IPC During the Term of this Agreement in which Plantex, for any reason, including, without limitation, force majeure as defined in Section 12 hereof, fails to supply the requisite quantities of Product for which Plantex is unable (or anticipates an inability) obligated to manufacture or deliver all or a portion of a Product to Tris as required by a confirmed or accepted Purchase Order supply pursuant to Section 3.3 3.1.1 within [***] after the date of this Agreement, IPC shall promptly notify Tris delivery specified by TransOral in the applicable Purchase Order (accepted and confirmed in writing of by Plantex to the period for which extent required by Section 3.3.2), then TransOral may, as its sole remedy, cover such inability (or anticipated inability) to so manufacture or deliver is expected (quantities under such Purchase Order through an “Anticipated Inability to Deliver”alternate supplier(s). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC Any such cover purchases shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations credited against TransOral’s purchase requirements set forth in this Section 3.10Sections 2.1 or 2.2, as applicable. In the event IPC is unable Plantex regains its ability to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the fully resume supplying Product that IPC is unable to timely supply in accordance with Section 3.3 above the terms hereunder, TransOral’s right to cover under this Article 4 shall be suspended and Tristerminate immediately upon the delivery by Plantex to TransOral of written notice thereof. Notwithstanding anything to the contrary herein, during the Term of this Agreement in which Plantex, for any reason, including, without relieving IPC limitation, force majeure as defined in Section 12 hereof or pursuant to Section 7.5, fails to ship to TransOral (i) on four (4) separate occasions the requisite quantities of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at Product in a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost particular [***] period or (ii) [***] of the requisite quantities of Product (“Cover”)in any [***], if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense in each case with respect to such product. If at any time thereafter during the Term, IPC quantities of Product for which Plantex is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure obligated to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered submitted by TransOral pursuant to IPC and in accordance with the terms and conditions of this Agreement within [***] of the dates specified in such Purchase Orders in compliance with this Agreement. For clarity and audit purposes, then such failure to supply penalties event shall be supported by appropriate invoices detailing deemed a “Supply Failure.” In the failure event of a Supply Failure, TransOral’s obligations to supply penalties issued by purchase Product from Plantex (including TransOral’s purchase obligations under Sections 2.1, 2.2, 3.1, 3.2, and 3.3 under this Agreement) shall terminate and TransOral shall be free to purchase any amount of Product from any third party for any purpose without restriction. [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the affected customers Securities and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPCExchange Commission.

Failure to Supply. ELITE shall notify GLENMARK as promptly as possible, but in no event later than five (5) Business Days, after ELITE discovers that it will not be able to supply the quantity of Products ordered by the delivery date specified in a Purchase Order. In such event: (i) ELITE shall cooperate with GLENMARK in taking all actions that GLENMARK deems reasonably necessary in order to remedy such inability to supply, at ELITE’s expense; and (ii) If IPC is unable ELITE’s inability to supply continues past twenty (20) days from the required delivery date set forth in the Purchase Order at GLENMARK’s election, any or anticipates an inability) all outstanding Purchase Orders relating to manufacture such Product may be cancelled and GLENMARK shall have no obligations with respect to such Purchase Orders. Compliance by ELITE with this Article 4.4 shall not relieve ELITE of any other obligation or liability under this Agreement. GLENMARK shall otherwise retain all of its rights under this Agreement and/or at law against ELITE for its failure to deliver all or a any portion of the quantity of Products ordered by GLENMARK. If ELITE’s inability to supply continues past twenty (20) days from the required delivery date set forth in the Purchase Order, GLENMARK may, in its sole discretion, elect to terminate this Agreement immediately upon written notice to ELITE. With regards to a Product to Tris as required by Binding Forecast or if ELITE accepted a confirmed or accepted Purchase Order from GLENMARK, pursuant to the procedures defined in Section 3.3 4.2 of this Agreement, IPC shall promptly notify Tris in writing of the period for which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above then ELITE shall be suspended responsible for the late charges and Trisany penalties assessed against GLENMARK by its Customers, without relieving IPC of its obligations unless the delay is attributable to (i) action or controls imposed by the DEA that do not result from ELITE's negligence; or (ii) demonstrable raw material shortages that are beyond ELITE's control. Late charges and any penalties assessed against ELITE by GLENMARK under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price this paragraph are due and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced being invoiced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing GLENMARK and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such be deducted against amounts owed against other amounts payable by Tris GLENMARK to IPCELITE.

Failure to Supply. If IPC is Notwithstanding the provisions of Section 11.01, in the event that Supplier shall be unable (or anticipates an inability) unwilling or shall fail to manufacture or deliver all or a portion of a supply any Product to Tris in such quantities as required by a confirmed or accepted Purchase Order pursuant to Section 3.3 of this Agreement, IPC Buyer shall promptly notify Tris request and in writing of compliance with the period for which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations delivery periods set forth in this Section 3.10. In 4.02 (whether due to the event IPC is unable occurrence of a Force Majeure Event, following the commencement of a case by or against Supplier under the Bankruptcy Code or otherwise (hereinafter referred to meet Tris’s Purchase Orders or IPC issues as a notice of an Anticipated Inability “Failure to DeliverSupply”), IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above then Buyer shall be suspended permitted (after the expiration of a ***** day cure period following written notice from Buyer to supplier of such Failure to Supply and Trissuch Failure to Supply has not been cured by Supplier) to (i) obtain Product directly from Cardinal, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts (ii) to obtain such substitute product Product from another supplier, or (iii) to use, sell, and make Product itself either in the Cardinal Facility or at a another location. In this regard, Supplier shall (at no cost to Supplier) take all actions and provide all such cooperation and support reasonably necessary and reasonably within its control to give Buyer the right to enter, upon reasonable price notice and communicate same to IPC in writing. Tris during regular business hours, and shall be entitled given access to, the Cardinal Facility (or any other location where the Equipment is used or stored) so that Buyer may use or retrieve all records maintained in connection with the manufacturing equipment. Supplier’s obligations under this Section shall survive the termination of this Agreement for a period of ***** months. Upon the occurrence of any such Failure to deduct Supply and through and until such time as Supplier fully resumes its supply obligations hereunder: (a) Supplier shall (at no cost to Supplier) take all reasonable actions within its control, execute and deliver all documents, and provide all such assistance as Buyer reasonably requests to enable Buyer to obtain Product directly from Cardinal; (b) Supplier shall (at no cost to Supplier) make available to Buyer or its designee access to any and all Intellectual * Confidential information has been omitted and filed separately with the difference in cost paid by Tris for such substitute product over the cost of the Product Securities and Exchange Commission pursuant to a confidential treatment request. Property Rights (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except already granted pursuant to the extent IPC has fully reimbursed Tris License Agreement) and any other technical and proprietary materials, information and techniques necessary or helpful for the Cover expense with respect Buyer to such product. If procure required Raw Materials or produce or arrange an alternative supplier of Product; (c) Supplier shall (at any time thereafter during the Term, IPC is able no cost to timely deliver Product Supplier) provide advice and consultation in satisfaction of Tris’ Purchase Orders, IPC connection therewith; (d) Buyer shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the purchase Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing Supplier once Supplier has cured the failure to supply penalties issued supply; and (e) Buyer shall terminate any contractual arrangements contemplated by clause (a) of this sentence once Supplier has cured the affected customers and wholesallers of Trisfailure to supply. IPC As soon as reasonably practicable after an uncured Failure to Supply, Supplier shall reimburse Tris for such penalties and damages, within ten furnish Buyer with Licensed Know-How (10as defined in the License Agreement) days of receipt of invoice for same from Tris, provided that if such invoice which is not timely paid, Tris may at its option offset such amounts owed against other amounts payable necessary to enable Buyer to manufacture or have manufactured Product as contemplated by Tris to IPCthis Agreement.

Failure to Supply. If IPC is unable (or anticipates an inability) Innovator shall maintain sufficient capacity to manufacture or Sandoz’s projected needs for Product based on each Firm Order and each Rolling Forecast during the Supply Term. Innovator shall promptly notify Sandoz if Innovator anticipates that it shall be unable to deliver all or a portion at least [**] percent ([**]%) of a the quantity of Product to Tris as required by a confirmed or accepted Purchase Order ordered pursuant to Section 3.3 the terms of this Agreement, IPC shall promptly notify Tris in writing . If Innovator fails to deliver at least [**] percent ([**]%) of the period for which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product Product on or before the delivery date specified in the Firm Order (other than as a result of a Force Majeure Event, any material breach of this Agreement by Sandoz or its Affiliates, or any gross negligence or willful misconduct on the part of Sandoz or its Affiliates) (a “Supply Failure”), then Sandoz may: (i) cancel some or all existing Firm Orders for Product that are subject to the Supply Failure without penalty; and/or (ii) recover from Innovator all actual damages, incurred and payable to third parties by Sandoz arising directly from the Supply Failure and resultant disruption (Sandoz having taken reasonable steps to mitigate such damages), including all costs and expenses reasonably incurred by Sandoz as a result thereof, including, without limitation, any amounts Sandoz pays to its customers or any other third party purchasers of Product, such as group purchasing organizations (“FTS Damages”), provided that the recovery of FTS Damages by Sandoz per Supply Failure shall be capped at the first [**] days of FTS Damages incurred and payable by Sandoz for the applicable Supply Failure. Notwithstanding anything contained herein to the contrary, upon Innovator’s provision of notice to Sandoz that it requires beyond what IPC is no longer subject to a Supply Failure and is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of recommence supplying the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC Sandoz in accordance with this Agreement. For clarity and audit purposes, such failure Sandoz shall have no further rights pursuant to supply penalties shall be supported by appropriate invoices detailing subsection (i) above in connection with the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Trisapplicable Supply Failure, provided that if Sandoz shall have the right to recover all actual damages arising from the Supply Failure that occur in the period between Innovator’s provision of such invoice is not timely paidnotice and actual confirmed supply to Sandoz by Innovator, Tris may subject at its option offset such amounts owed against other amounts payable by Tris all times to IPCthe limitations set forth above in subsection (ii). The remedies set forth in subsections (i) and (ii) will be Sandoz sole remedy with respect to any Supply Failure.

Failure to Supply. If IPC is unable (or anticipates an inability) to manufacture or deliver all or a portion Except in the event of a Product to Tris as required by a confirmed or accepted Purchase Order pursuant to Section 3.3 of this Agreement, IPC shall promptly notify Tris in writing of the period for which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations (as set forth in this Section 3.10. In the event IPC 9.12), if Senseonics is unable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation materially fulfill its obligations to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply Products in accordance with Section 3.3 above shall be suspended the terms of this Agreement and Tristhe Accepted Orders, without relieving IPC of its obligations under Section 3.3then upon written request by Ascensia, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, andSenseonics shall, to the extent not so offset, IPC shall reimburse Tris for needed to cover such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable failure to supply, Tris (a) supply the undelivered Products or a portion thereof using an expedited transportation mode, at Senseonics’ expense; (b) supply the undelivered Products or a portion thereof at a future date; and/or (c) provide Ascensia access to Senseonics’ suppliers of the relevant Products such that Ascensia may discuss with such suppliers the terms under which such suppliers may provide Ascensia the undelivered Products or portion thereof, and purchase the undelivered Products or portion thereof from such third-party suppliers, which terms will resume purchasing be communicated to Senseonics in writing prior to any such purchase from a third-party supplier. To the Product from IPCextent such failure to supply results in a backorder to Ascensia’s customers, such forecast metrics will be adjusted reasonably to account for such impact and the adjusted forecast metrics will be used to determine any remedies dependent on such forecast metrics. If IPC’s inability such failure to timely deliver to Tris the quantity of the Product described in this Section 3.3 supply continues for a period beyond three (3) monthsof [***], Tris may terminate this Agreement then upon thirty (30) days’ notice Ascensia’s written request, Senseonics shall conduct a technology transfer for the manufacturing of the Products to Ascensia, its Affiliate or a Third Party designated by Ascensia, at Ascensia’s discretion, in writing a manner and in a time period sufficient to IPCsatisfy Ascensia’s then-current demand for the Products, all subject to an arrangement determined to compensate Senseonics its margin on such Products that are subject to the technology transfer. IPC The Parties shall reimburse Tris for any failure discuss in good faith whether such replacement supply chain is more efficient or reliable on a going-forward basis, and based on such discussions, Senseonics will determine whether to continue with such replacement supply and late chain, or to the extent appropriate, revert to its original supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, chain provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPCthe conditions causing the supply failure have been removed or otherwise resolved.

Failure to Supply. If IPC is unable (Hospira fails to deliver or anticipates an inabilitythat it will be unable to deliver at least *** of the quantity of Product ordered pursuant to the terms of this Agreement for ninety (90) or more consecutive days after the delivery date specified in the Firm Order, Hospira will promptly notify Orchid. If Hospira (a) fails to manufacture deliver at least *** of the quantity of Product for *** or more consecutive days after the delivery date specified in the Firm Order, or (b) upon request by Orchid, fails to provide adequate assurance of its ability to continue to deliver all or a portion of a Product to Tris as required by a confirmed or accepted Purchase Order pursuant to Section 3.3 the terms of this AgreementAgreement (other than, IPC shall promptly notify Tris in writing each case (a) and (b), as a result of a Force Majeure Event, any material breach of this Agreement by Orchid or its Affiliates, any failure of the period equipment, processes or technology transferred to Hospira by Orchid under the Business Transfer Agreement (but only to the extent any failure is not the result of ordinary wear and tear or failure in maintenance by Hospira), or any gross negligence or willful misconduct on the part of Orchid or its Affiliates) (a “Supply Failure”), then as Orchid’s sole remedy, Orchid shall have the right to agree to a revised delivery date or Orchid may: (i) cancel some or all existing purchase orders for which such inability Product that are subject to the Supply Failure without penalty and if additionally requested by Orchid, terminate this Agreement with respect to the affected Product; and/or (ii) cancel some or all existing purchase orders for Product that are the subject of the Supply Failure without penalty and purchase (or anticipated inabilitypermit Orchid’s customer to purchase) replacement Product from a Third Party and recover from Hospira the difference in price paid for such replacement Product and the Price that Orchid would have paid to so manufacture or deliver Hospira under this 132 CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is expected the subject of a confidential treatment request. This text has been separately filed with the SEC. Agreement for the equivalent amount of Product, together with any incidental damages (an collectively, “Anticipated Inability Cost to DeliverCover Damages”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, provided however, regardless of whether that in no event shall Hospira’s liability or not IPC has breached Cost to Cover Damages for any canceled purchase order (or portion thereof) exceed a Purchase Order or *** over the Price that Orchid would have paid to Hospira under this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10equivalent amount of Product. In Notwithstanding anything contained herein to the event IPC is unable contrary, upon Hospira’s provision of notice to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product Orchid that it requires beyond what IPC is no longer subject to a Supply Failure and is able to deliver. Tris shall use Commercially Reasonable Efforts recommence supplying Products to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC Orchid in accordance with this Agreement. For clarity , Orchid shall have no further rights pursuant to subsections (i) and audit purposes(ii) above in connection with the applicable Supply Failure, and from the date of such failure notice from Hospira, Orchid shall once again be subject to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Trisexclusive purchasing obligations set forth in Section 2.1, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris Orchid shall have the right to IPCpurchase any quantities of Product ordered from Third Parties during the pendency of the Supply Failure which were placed prior to Orchid’s receipt of Hospira’s notice.

Failure to Supply. ELITE shall notify LXXXXXX as promptly as possible, but in no event later than five (5) Business Days, after ELITE discovers that it will not be able to supply the quantity of Products ordered by the delivery date specified in a Purchase Order. In such event: (i) ELITE shall cooperate with LXXXXXX in taking all actions that LXXXXXX xxxxx reasonably necessary in order to remedy such inability to supply, at ELITE’s expense; and (ii) If IPC is unable ELITE’s inability to supply continues past twenty (or anticipates an inability20) to manufacture or deliver all or a portion of a Product to Tris as days from the required by a confirmed or accepted delivery date set forth in the Purchase Order pursuant at LANNETT’s election, any or all outstanding Purchase Orders relating to Section 3.3 of this Agreement, IPC such Product may be cancelled and LANNETT shall promptly notify Tris in writing of the period for which have no obligations with respect to such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this AgreementOrders; provided, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other ELITE must cover any Failure to Supply (as defined below) obligations set forth in this Section 3.10Section. In the event IPC is unable to meet Tris’s Purchase Orders Compliance by ELITE with this Article 4.4 shall not relieve ELITE of any other obligation or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply liability under this Agreement. LANNETT shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC otherwise retain all of its obligations rights under Section 3.3, may mitigate this Agreement and/or at law against ELITE for its damages by purchasing from another Person failure to deliver all or any portion of the quantity of substitute product that it requires beyond what IPC is able Products ordered by LXXXXXX. With regards to deliver. Tris shall use Commercially Reasonable Efforts a Binding Forecast or if ELITE accepted a Purchase Order from LANNETT, pursuant to obtain such substitute product at a reasonable price and communicate same to IPC the procedures defined in writing. Tris Section 4.2 of this Agreement, then ELITE shall be entitled to deduct responsible for the difference in cost paid late charges and any penalties assessed against LANNETT by Tris for such substitute product over the cost of the Product its Customers or any other third party or any costs, fees, charges, or penalties incurred by Lxxxxxx (“CoverFailure to Supply”), if anyunless the delay is attributable to (i) action or controls imposed by the DEA that do not result from ELITE’s negligence, from gross negligence or willful misconduct; or (ii) demonstrable raw material shortages that are beyond ELITE’s control, but ELITE will use commercially reasonable efforts to keep three (3) to six (6) months of raw materials inventory on hand at all times. Late charges and any amounts otherwise penalties assessed against ELITE by LXXXXXX under this paragraph are due and payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced being invoiced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing LXXXXXX and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such be deducted against amounts owed against other amounts payable by Tris LXXXXXX to IPC.ELITE. EXPLANATORY NOTE: [***] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

Failure to Supply. If IPC is unable (In the event of Rockwell’s failure or anticipates an inabilityinability to supply any Product(s) to manufacture within and for the time period required by DaVita or deliver all or any DaVita Facility, as applicable, including as a portion result of a Product force majeure event (e.g., act of God, fire, casualty, flood, war, act of terrorism, strike, lockout, labor trouble, failure of public utilities, injunction, epidemic, riot, insurrection, or any other circumstances beyond the reasonable control of Rockwell) (a “Failure to Tris as required by a confirmed or accepted Purchase Order pursuant Supply Event”), Rockwell covenants and agrees, subject to Section 3.3 any conflicting terms and conditions of any other distribution agreement of Rockwell entered into prior to the Effective Date of this Agreement, IPC that it shall (a) give notice as promptly notify Tris as is practicable under the circumstances, but in writing no event more than [***], to DaVita of such Failure to Supply Event, unless an order [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. of a regulatory agency or other action arising out of patient safety concerns requires the giving of shorter notice; (b) allocate any available quantities of any such Product(s) affected by such Failure to Supply Event (exclusive of the period inventory of such Product(s) reserved by Rockwell for use by DaVita and the DaVita Facilities pursuant to Article VII, which such inability (or anticipated inabilityinventory shall be solely for the use of DaVita and the DaVita Facilities) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts DaVita and the anticipated inability is a force majeure eventDaVita Facilities, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended the percentage of purchases of any such Product(s) made by DaVita and Tristhe DaVita Facilities from Rockwell during the [***] period immediately preceding such Failure to Supply Event in proportion to the percentage of purchases made by all other purchasers of any such Product(s) from Rockwell during the [***] period immediately preceding such Failure to Supply Event; (c) not intentionally discriminate against DaVita and the DaVita Facilities in its allocation of the available quantities of any such Product(s) affected by such Failure to Supply Event by making its allocation decisions, without relieving IPC in whole or in part, on the basis of its obligations the prices, discounts, or other financial terms offered to DaVita and the DaVita Facilities pursuant to the terms and conditions of this Agreement; (d) compensate DaVita and the DaVita Facilities for (i) the difference between (A) the net price that DaVita and the DaVita Facilities have to pay for any alternative product(s) that DaVita and the DaVita Facilities purchase and (B) the Purchase Price that DaVita and the DaVita Facilities would have paid under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is this Agreement if Rockwell had been able to deliver. Tris shall use Commercially Reasonable Efforts supply any such Product(s) affected by such Failure to obtain Supply Event and (ii) all additional freight, handling, shipping, or service costs incurred by DaVita or the DaVita Facilities in acquiring an alternative product(s) in connection with such substitute product at a reasonable price Failure to Supply Event; and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30e) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund perform its share of negative Net Profits), except other obligations hereunder that are not affected by such Failure to the extent IPC has fully reimbursed Tris for the Cover expense with respect Supply Event. Rockwell agrees to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake use commercially reasonable efforts to limit such contractual commitment in order not negotiate an amendment to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing any distribution agreement that may conflict with the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity terms of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with ARTICLE VI of this Agreement. For clarity Rockwell further covenants and audit purposesagrees that during the period that a Failure to Supply Event is occurring, such failure to supply penalties none of the Committed DaVita Facilities shall be supported by appropriate invoices detailing subject to the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPCProduct Commitment.

Failure to Supply. ELITE shall notify LANNETT as promptly as possible, but in no event later than five (5) Business Days, after ELITE discovers that it will not be able to supply the quantity of Products ordered by the delivery date specified in a Purchase Order. In such event: (i) ELITE shall cooperate with LANNETT in taking all actions that XXXXXXX xxxxx reasonably necessary in order to remedy such inability to supply, at ELITE’s expense; and (ii) If IPC is unable ELITE’s inability to supply continues past twenty (or anticipates an inability20) to manufacture or deliver all or a portion of a Product to Tris as days from the required by a confirmed or accepted delivery date set forth in the Purchase Order pursuant at LANNETT’s election, any or all outstanding Purchase Orders relating to Section 3.3 of this Agreement, IPC such Product may be cancelled and LANNETT shall promptly notify Tris in writing of the period for which have no obligations with respect to such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this AgreementOrders; provided, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other ELITE must cover any Failure to Supply (as defined below) obligations set forth in this Section 3.10Section. In the event IPC is unable to meet Tris’s Purchase Orders Compliance by ELITE with this Article 4.4 shall not relieve ELITE of any other obligation or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply liability under this Agreement. LANNETT shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC otherwise retain all of its obligations rights under Section 3.3, may mitigate this Agreement and/or at law against ELITE for its damages by purchasing from another Person failure to deliver all or any portion of the quantity of substitute product that it requires beyond what IPC is able Products ordered by LANNETT. With regards to deliver. Tris shall use Commercially Reasonable Efforts a Binding Forecast or if ELITE accepted a Purchase Order from LANNETT, pursuant to obtain such substitute product at a reasonable price and communicate same to IPC the procedures defined in writing. Tris Section 4.2 of this Agreement, then ELITE shall be entitled to deduct responsible for the difference in cost paid late charges and any penalties assessed against LANNETT by Tris for such substitute product over the cost of the Product its Customers or any other third party or any costs, fees, charges, or penalties incurred by Lannett (“CoverFailure to Supply”), if anyunless the delay is attributable to (i) action or controls imposed by the DEA that do not result from ELITE’s negligence, from gross negligence or willful misconduct; or (ii) demonstrable raw material shortages that are beyond ELITE’s control, but ELITE will use commercially reasonable efforts to keep three (3) to six (6) months of raw materials inventory on hand at all times. Late charges and any amounts otherwise penalties assessed against ELITE by LANNETT under this paragraph are due and payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced being invoiced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing LANNETT and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such be deducted against amounts owed against other amounts payable by Tris LANNETT to IPCELITE.

Failure to Supply. If IPC is unable In the event that any of the following occur: (or anticipates an inabilitya) Manufacturer notifies Buyer in accordance with Section 4.03 that Manufacturer will not be able to manufacture or deliver all or a portion of a Product to Tris as required by a confirmed or accepted fulfill Buyer’s Purchase Order pursuant to Section 3.3 as requested by Buyer and which Purchase Order was requested in accordance with the terms herein (e.g., Buyer’s requested dates for delivery of this Agreement, IPC shall promptly notify Tris Purchase Orders must comply with the requirements in writing of the period Article 4 (except for which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall those Purchase Orders that could not be completed as a result of Direct Supplier’s failure to supply as described in breach of Section 4.03(a) ; (b) Manufacturer fails to fulfill the Purchase Order(sOrder in accordance with the terms herein; (c) affected nor this Agreement, however, Buyer has sent Manufacturer a notice of termination in accordance with Section 8.01 or 8.02 (regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC Manufacturer is unable attempting to meet Triscorrect such breach that triggered Buyer’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPCwithin Manufacturer’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days day cure period); or (d) Manufacturer is otherwise unable or unwilling to supply Product that complies with the requirements herein in such quantities as Buyer shall request and in compliance with the delivery periods set forth in the applicable Purchase Order (whether due to the occurrence of receipt a Force Majeure Event or otherwise) (each of invoice from Tris. IPC will not be entitled (a) through (d) are referred to as a “Failure to Supply”), then (i) immediately following such Failure to Supply Buyer may, in addition to any share of positive Net Profits other rights and remedies hereunder, purchase Product from another manufacturer or manufacture such Product for itself; (ii) Manufacturer shall provide Buyer and such other manufacturer with assistance, as reasonably requested, in connection with such manufacturer’s or Buyer’s efforts to supply such Product to Buyer; (iii) Buyer shall have no obligation to purchase such ordered Product from Manufacturer for sale or distribution in the Territory or otherwise until any contractual obligations that Buyer has assumed in connection with producing the same or obtaining such substitute source of substitute product not sourced by Tris supply shall have terminated or if Buyer opts to manufacture internally, until Buyer can reasonably resume purchasing Product from IPC hereunder Manufacturer without any additional cost to Buyer; (provided IPC iv) Buyer shall continue have no obligation to fund affirmatively terminate any such contractual arrangements or, if Buyer opted to manufacture Product internally, cease manufacturing internally prior to such time that Buyer could revert to Manufacturer without incurring any cost; and (v) Manufacturer shall make available to Buyer or its share designee access to all technical and proprietary materials, information and techniques necessary or helpful for Buyer to procure required Raw Materials or Product or arrange an alternative supplier of negative Net Profits), except Raw Materials or Product. Notwithstanding anything to the extent IPC has fully reimbursed Tris for contrary contained in this Agreement, in the Cover expense event that Buyer shall make or have made Product, pursuant to this Section 12.02, Buyer shall be permitted to disclose to any third party any Confidential Information as is reasonably necessary in connection with respect such activities (subject to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice party agreeing in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued bound by the affected customers terms of Article 15 hereof), save and wholesallers except for the direct labour (variable costs), fixed overhead costs and profit margins of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPCthe Manufacturer.