Common use of Priority Supply Clause in Contracts

Priority Supply. Notwithstanding the Supply Thresholds, Metsera may request, and Amneal shall use reasonable, diligent efforts to supply, (a) one hundred percent (100%) of Metsera’s and its Affiliates’ and their sublicensees’ [***] requirements for Drug Product, up to the maximum annual capacity of two (2) Drug Product Manufacturing lines at the New Facility dedicated to the Manufacture of Metsera Drug Product (the “Dedicated Lines”), reasonably apportioned on a month-by-month basis, and (b) one hundred percent (100%) of Metsera’s and its Affiliate’s and their sublicensees’ [***] requirements for Drug Substance, up to the maximum annual capacity of the New Facility for Drug Substance Manufacturing, reasonably apportioned on a month-by-month basis. In furtherance of the foregoing, if ▇▇▇▇▇▇▇’s Forecast Schedules are consistently in excess of the maximum annual capacity of the Dedicated Lines or in excess of the maximum annual capacity of the New Facility for Drug Substance Manufacturing such that an increase to Amneal’s Manufacturing capacity would be warranted to meet such Forecast Schedules, Amneal shall use [***] to increase its applicable Manufacturing capacity at the New Facility; provided, that (i) the Parties shall in good faith agree on a capacity increase schedule, (ii) Amneal has at least [***] to implement such capacity increase, and (iii) Amneal’s inability to add Manufacturing capacity despite its [***] to do so shall not be a breach of this Agreement. If Amneal is unable to meet ▇▇▇▇▇▇▇’s Forecast Schedules in excess of the maximum annual capacity of the Dedicated Lines or in excess of the maximum annual capacity of the New Facility for Drug Substance Manufacturing, Metsera may, in its sole discretion, decrease the applicable Supply Threshold(s) to correspond with Amneal’s capacity. The maximum annual capacity of the Dedicated Lines shall be at least one hundred million (100,000,000) Units of cartridge-based Injectable Drug Product annually. [***] The maximum annual capacity of the New Facility for Drug Substance Manufacturing will be agreed to by the Parties pursuant to the Construction Addendum.