Common use of Supply Agreement Clause in Contracts

Supply Agreement. During the period of two (2) years following the Trigger Date (the “Tail Period”), if a member of the Newco Group (the “Newco Purchaser”) reduces in any given six-month period (which period starts at any point of time after the Trigger Date) the GE Sourcing Costs Share with respect to any Seller Good that it purchases from a member of the GE Group (the “GE Supplier”) pursuant to the Supply Agreement by thirty percent (30%) as compared to the GE Sourcing Costs Share with respect to such Seller Good purchased from GE Supplier in the most recently completed calendar year prior to the Trigger Date, and the GE Supplier (a) has available capacity to supply such Seller Good pursuant to the Supply Agreement and (b) is not in material breach of the Supply Agreement (which such breach is incapable of being satisfied or cured by the GE Supplier within thirty (30) calendar days following receipt of written notice from the Newco Purchaser of such breach), then Section 1 shall no longer restrict the GE Supplier from selling such Seller Good during the remainder of the Tail Period. Upon reasonable request from the applicable GE Supplier, Newco shall, or shall cause the applicable Newco Purchaser to, provide to the applicable requesting GE Supplier, in reasonable detail, the GE Sourcing Costs Share with respect to applicable time periods. For purposes of this Section 4, “GE Sourcing Costs Share” means the quotient of (a) the amount of the sourcing costs incurred by the Newco Purchaser with respect to any Seller Good (as defined in the Supply Agreement) purchased by the Newco Purchaser from the GE Supplier in any given period of time divided by (b) the aggregate amount of the sourcing costs incurred by the Newco Group with respect to such Seller Good purchased by the Newco Group from the GE Group and third party suppliers in the same period of time.

Supply Agreement. During Purchaser shall be responsible for and shall indemnify and hold harmless Seller and its Affiliates and their respective stockholders, officers, directors, employees, agents, successors and assigns (other than the period Target Companies) (each a “Seller Indemnitee”) from and against, and shall pay, any Losses suffered, incurred or paid, directly or indirectly, by any Seller Indemnitee after the Closing relating to any conduct or omissions by Purchaser or any of two its Subsidiaries (2) years including the Target Companies following the Trigger Date (Closing) that occur after the “Tail Period”)Closing as a result of, if a member in connection with or arising out of the Newco Group Supply Agreement. Following the Closing, Purchaser shall and shall cause the Target Companies to pay all reasonable fees and expenses of the Seller Indemnitees in connection with the conduct and omissions referenced in the preceding sentence promptly as statements therefor are received. The obligations to indemnify and hold harmless and pay fees and expenses pursuant to this Section 5.14 shall survive the consummation of the transactions contemplated by this Agreement until final resolution thereof. Purchaser shall have the sole and exclusive right to defend with counsel of its choosing and settle (with the “Newco Purchaser”prior written consent of Seller, not to be unreasonably withheld) reduces any action brought against any Seller Indemnitee as a result of, in any given six-month period (which period starts at any point connection with or arising out of time after the Trigger Date) the GE Sourcing Costs Share Supply Agreement and with respect to which indemnification under this Section 5.14 is sought; provided, that Seller shall be permitted to participate in the defense of any such litigation at its sole cost and expense on issues relating to Seller, the direct and indirect Subsidiaries of Seller, and each of their respective successors and assigns, Affiliates, officers, directors, current and former employees, agents and attorneys (collectively, the “Seller Persons”); and, provided, further, that Seller shall be permitted to control the defense of any such action on issues relating to any Seller Good Person if Seller has been advised in writing by counsel that it purchases from a member reasonable likelihood exists of a conflict of interest between Seller and Purchaser in connection with the defense of such issues. In the event any Seller Person remains (or is later named) as a defendant or co-defendant in such action, neither Purchaser nor Seller shall enter into any settlement of such action without the consent of the GE Group other unless such settlement provides for a complete and unconditional release of Purchaser, the direct and indirect Subsidiaries of Purchaser, and each of their respective successors and assigns, Affiliates, officers, directors, current and former employees, agents and attorneys (collectively, the “GE SupplierPurchaser Persons”) pursuant to or all Seller Indemnitees, as the Supply Agreement by thirty percent (30%) as compared to the GE Sourcing Costs Share case may be, of all liability with respect to such action, the terms thereof do not otherwise impose any injunctive or other equitable or nonmonetary remedies on any Purchaser Person or Seller Good purchased from GE Supplier Indemnitee, as the case may be, or include in such settlement any penalty or exemplary or punitive damages, and in the most recently completed calendar year prior case of the Seller Indemnitees, Purchaser agrees to pay (or reimburse Seller, as the Trigger Datecase may be) all Losses suffered, incurred or paid by the Seller Indemnitees. Seller shall, and the GE Supplier (a) has available capacity to supply such Seller Good pursuant to the Supply Agreement and (b) is not in material breach of the Supply Agreement (which such breach is incapable of being satisfied or cured by the GE Supplier within thirty (30) calendar days following receipt of written notice from the Newco Purchaser of such breach), then Section 1 shall no longer restrict the GE Supplier from selling such Seller Good during the remainder of the Tail Period. Upon reasonable request from the applicable GE Supplier, Newco shall, or shall cause the applicable Newco Purchaser each of its Affiliates to, provide and shall use appropriate efforts to the applicable requesting GE Suppliercause each other Seller Person to, cooperate fully with Purchaser in reasonable detailconnection with any such action. This cooperation will include, but not be limited to, the GE Sourcing Costs Share with respect following: (i) if requested by Purchaser, requiring employees to applicable time periods. For purposes of this Section 4appear for interviews, “GE Sourcing Costs Share” means the quotient of at reasonable times and locations and upon reasonable advance notice; (aii) the amount of the sourcing costs incurred by the Newco Purchaser with respect requiring employees to answer all questions truthfully concerning any Seller Person or concerning their work for any Seller Person; (iii) producing all records relating to any Seller Good Indemnitee within the possession, custody or control of such Person which they are requested to produce by Purchaser; (as defined iv) upon reasonable advance notice from Purchaser, requiring employees to appear for depositions and/or at trial related to any claim, Action or litigation in the Supply Agreement) purchased by the Newco Purchaser from the GE Supplier which any Seller Indemnitee is, or may become, a party, that is in any given period manner related to any such litigation; and (v) upon reasonable advance notice requiring employees to meet with Representatives of time divided by Purchaser to assist Purchaser in preparation for such depositions and/or trials. Purchaser shall pay all reasonable out-of-pocket costs (bincluding reasonable attorneys’ fees and expenses) the aggregate amount of the sourcing costs incurred by any Seller Person in connection with such assistance. Notwithstanding anything to the Newco Group with respect to such Seller Good purchased by contrary in this Agreement, Purchaser shall have no obligations under this Section 5.14 unless, and until, the Newco Group from the GE Group and third party suppliers in the same period of timeClosing shall have occurred.

Supply Agreement. During The Parties shall decide, through the period JDC, and as reflected in the terms of two the Supply Agreement, a mutually acceptable supply chain for the manufacture of the Product for use in clinical trials, including which Party will be responsible for oversight, negotiations and management of Third Party vendors responsible for manufacturing the Product; provided, however, that neither Party will be obligated to use the same supply chain or to enter into joint contractual arrangements with one another or Third Parties relating to the manufacture of the Product. On or before a date to be established by the ESC but in no event later than ninety (290) years following days after the Trigger Date Effective Date, the Parties shall enter into a supply agreement governing the supply of Product to CTI for Development purposes (the “Tail Period”), if a member of the Newco Group (the “Newco PurchaserSupply Agreement”) reduces in any given six-month period (which period starts at any point of time after the Trigger Date) the GE Sourcing Costs Share with respect to any Seller Good that it purchases from a member of the GE Group (the “GE Supplier”) pursuant to the Supply Agreement by thirty percent (30%) as compared to the GE Sourcing Costs Share with respect to such Seller Good purchased from GE Supplier in the most recently completed calendar year prior to the Trigger Date, and the GE Supplier (a) has available capacity to supply such Seller Good pursuant to the Supply Agreement and (b) is a quality agreement governing the quality control, quality assurance and validation of such Product (the ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. “Quality Agreement”). The terms of such Supply Agreement and such Quality Agreement shall be negotiated in good faith by the Parties and will contain customary terms and conditions that are consistent with this Agreement. The purchase price for the Product under the Supply Agreements will be Chroma’s cost of manufacture and such purchase price will be considered part of the Development Costs. In the event that CTI wishes to have Chroma supply the Product for Commercialization purposes, the initial purchase price for such supply shall not exceed Chroma’s cost of manufacture plus **. The Supply Agreement will provide appropriate technology transfer provisions (including provision of DMFs and other customary terms in material breach the industry) sufficient to enable CTI to Manufacture the Product for Commercialization in the Licensed Territory in advance of any anticipated Product launch in the Licensed Territory. The Supply Agreement will provide that such technology transfer may be initiated by CTI at any time during the term of the Supply Agreement (which such breach is incapable of being satisfied or cured at CTI’s option by the GE Supplier within thirty (30) calendar days following receipt of written notice from the Newco Purchaser of and that Chroma will be obligated to provide such breach), then Section 1 shall no longer restrict the GE Supplier from selling such Seller Good during the remainder technology transfer. The Supply Agreement will also provide appropriate provisions to address supply related issues post termination under each of the Tail Period. Upon reasonable request from the applicable GE Supplier, Newco shall, or shall cause the applicable Newco Purchaser to, provide to the applicable requesting GE Supplier, termination scenarios addressed in reasonable detail, the GE Sourcing Costs Share with respect to applicable time periods. For purposes of this Section 4, “GE Sourcing Costs Share” means the quotient of (a) the amount of the sourcing costs incurred by the Newco Purchaser with respect to any Seller Good (as defined in the Supply Agreement) purchased by the Newco Purchaser from the GE Supplier in any given period of time divided by (b) the aggregate amount of the sourcing costs incurred by the Newco Group with respect to such Seller Good purchased by the Newco Group from the GE Group Sections 13.7 and third party suppliers in the same period of time13.8.

Supply Agreement. During The manufacture and supply of Albuferon and the period Collaboration Product to be provided by the Parties hereunder shall be subject to a separate supply and quality agreement (“Supply Agreement”) to be negotiated between the parties hereto within [***] of two the Effective Date. Such Supply Agreement shall include any and all standard and customary terms addressing all aspects of the manufacturing process for Albuferon and the Collaboration Product and the responsibilities of each Party with respect thereto, including the establishment of a manufacturing subcommittee of the JDC (2) years following or as a standalone committee if agreed by the Trigger Date (the “Tail Period”Parties), if audit provisions for confirming COGS and possible COGS reduction incentives/programs. If the Parties do not agree upon the terms of a member Supply Agreement, such dispute shall be subject to the provisions of Section 18 herein. The Supply Agreement shall also contain provisions that in the event that an issue arises while HGS is manufacturing supplies of Albuferon and/or NVS is manufacturing supplies of Collaboration Product which would significantly impact the supplying Party’s ability to deliver the mutually agreed amount of Albuferon and/or Collaboration Product to the mutually agreed quality specifications, including issues related to capacity, safety or quality, then the Parties must meet to consider and mutually determine via the manufacturing sub-committee of the Newco Group (JDC what reasonable manufacturing alternatives are available to the “Newco Purchaser”) reduces Parties, including, but not limited to, granting the other Party the right to manufacture Albuferon or Collaboration Product, as the case may be or, if such other Party is not capable or willing to manufacture, to have a Third Party manufacture Albuferon or the Collaboration Product. In the United States, all Collaboration Product [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. labels, commercial packs and promotional material in any given six-month period (which period starts at any point of time after the Trigger Date) Territory shall contain the GE Sourcing Costs Share with respect HGS and NVS names and logos in equal prominence to any Seller Good that it purchases from a member of the GE Group (the “GE Supplier”) pursuant to extent legally permissible. If requested by NVS, the Supply Agreement by thirty percent (30%) as compared to will also set forth the GE Sourcing Costs Share with respect to such Seller Good purchased from GE Supplier in the most recently completed calendar year prior to the Trigger Date, and the GE Supplier (a) has available capacity to process for establishing a second source of supply such Seller Good pursuant to the Supply Agreement and (b) is not in material breach of the Supply Agreement (which such breach is incapable of being satisfied or cured by the GE Supplier within thirty (30) calendar days following receipt of written notice from the Newco Purchaser of such breach), then Section 1 shall no longer restrict the GE Supplier from selling such Seller Good during the remainder of the Tail Period. Upon reasonable request from the applicable GE Supplier, Newco shall, or shall cause the applicable Newco Purchaser to, provide to the applicable requesting GE Supplier, in reasonable detail, the GE Sourcing Costs Share with respect to applicable time periods. For purposes of this Section 4, “GE Sourcing Costs Share” means the quotient of (a) the amount of the sourcing costs incurred by the Newco Purchaser with respect to any Seller Good (as defined in the Supply Agreement) purchased by the Newco Purchaser from the GE Supplier in any given period of time divided by (b) the aggregate amount of the sourcing costs incurred by the Newco Group with respect to such Seller Good purchased by the Newco Group from the GE Group and third party suppliers in the same period of timefor Albuferon.

Supply Agreement. During Purchaser shall be responsible for and shall indemnify and hold harmless Seller and its Affiliates and their respective stockholders, officers, directors, employees, agents, successors and assigns (other than the period Target Companies) (each a "Seller Indemnitee") from and against, and shall pay, any Losses suffered, incurred or paid, directly or indirectly, by any Seller Indemnitee after the Closing relating to any conduct or omissions by Purchaser or any of two its Subsidiaries (2) years including the Target Companies following the Trigger Date (Closing) that occur after the “Tail Period”)Closing as a result of, if a member in connection with or arising out of the Newco Group Supply Agreement. Following the Closing, Purchaser shall and shall cause the Target Companies to pay all reasonable fees and expenses of the Seller Indemnitees in connection with the conduct and omissions referenced in the preceding sentence promptly as statements therefor are received. The obligations to indemnify and hold harmless and pay fees and expenses pursuant to this Section 5.14 shall survive the consummation of the transactions contemplated by this Agreement until final resolution thereof. Purchaser shall have the sole and exclusive right to defend with counsel of its choosing and settle (with the “Newco Purchaser”prior written consent of Seller, not to be unreasonably withheld) reduces any action brought against any Seller Indemnitee as a result of, in any given six-month period (which period starts at any point connection with or arising out of time after the Trigger Date) the GE Sourcing Costs Share Supply Agreement and with respect to which indemnification under this Section 5.14 is sought; provided, that Seller shall be permitted to participate in the defense of any such litigation at its sole cost and expense on issues relating to Seller, the direct and indirect Subsidiaries of Seller, and each of their respective successors and assigns, Affiliates, officers, directors, current and former employees, agents and attorneys (collectively, the "Seller Persons"); and, provided, further, that Seller shall be permitted to control the defense of any such action on issues relating to any Seller Good Person if Seller has been advised in writing by counsel that it purchases from a member reasonable likelihood exists of a conflict of interest between Seller and Purchaser in connection with the defense of such issues. In the event any Seller Person remains (or is later named) as a defendant or co-defendant in such action, neither Purchaser nor Seller shall enter into any settlement of such action without the consent of the GE Group other unless such settlement provides for a complete and unconditional release of Purchaser, the direct and indirect Subsidiaries of Purchaser, and each of their respective successors and assigns, Affiliates, officers, directors, current and former employees, agents and attorneys (collectively, the “GE Supplier”"Purchaser Persons") pursuant to or all Seller Indemnitees, as the Supply Agreement by thirty percent (30%) as compared to the GE Sourcing Costs Share case may be, of all liability with respect to such action, the terms thereof do not otherwise impose any injunctive or other equitable or nonmonetary remedies on any Purchaser Person or Seller Good purchased from GE Supplier Indemnitee, as the case may be, or include in such settlement any penalty or exemplary or punitive damages, and in the most recently completed calendar year prior case of the Seller Indemnitees, Purchaser agrees to pay (or reimburse Seller, as the Trigger Datecase may be) all Losses suffered, incurred or paid by the Seller Indemnitees. Seller shall, and the GE Supplier (a) has available capacity to supply such Seller Good pursuant to the Supply Agreement and (b) is not in material breach of the Supply Agreement (which such breach is incapable of being satisfied or cured by the GE Supplier within thirty (30) calendar days following receipt of written notice from the Newco Purchaser of such breach), then Section 1 shall no longer restrict the GE Supplier from selling such Seller Good during the remainder of the Tail Period. Upon reasonable request from the applicable GE Supplier, Newco shall, or shall cause the applicable Newco Purchaser each of its Affiliates to, provide and shall use appropriate efforts to the applicable requesting GE Suppliercause each other Seller Person to, cooperate fully with Purchaser in reasonable detailconnection with any such action. This cooperation will include, but not be limited to, the GE Sourcing Costs Share with respect following: (i) if requested by Purchaser, requiring employees to applicable time periods. For purposes of this Section 4appear for interviews, “GE Sourcing Costs Share” means the quotient of at reasonable times and locations and upon reasonable advance notice; (aii) the amount of the sourcing costs incurred by the Newco Purchaser with respect requiring employees to answer all questions truthfully concerning any Seller Person or concerning their work for any Seller Person; (iii) producing all records relating to any Seller Good Indemnitee within the possession, custody or control of such Person which they are requested to produce by Purchaser; (as defined iv) upon reasonable advance notice from Purchaser, requiring employees to appear for depositions and/or at trial related to any claim, Action or litigation in the Supply Agreement) purchased by the Newco Purchaser from the GE Supplier which any Seller Indemnitee is, or may become, a party, that is in any given period manner related to any such litigation; and (v) upon reasonable advance notice requiring employees to meet with Representatives of time divided by Purchaser to assist Purchaser in preparation for such depositions and/or trials. Purchaser shall pay all reasonable out-of-pocket costs (bincluding reasonable attorneys' fees and expenses) the aggregate amount of the sourcing costs incurred by any Seller Person in connection with such assistance. Notwithstanding anything to the Newco Group with respect to such Seller Good purchased by contrary in this Agreement, Purchaser shall have no obligations under this Section 5.14 unless, and until, the Newco Group from the GE Group and third party suppliers in the same period of timeClosing shall have occurred.

Supply Agreement. During After the Effective Date hereof, the parties shall enter into good faith negotiations for commercial supply of Product by CIMA to AVENTIS. The supply agreement shall have an initial term of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***], which term shall commence from the first shipment of commercial Product (the "Initial Term"). On the [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] anniversary of the Initial Term, AVENTIS shall notify CIMA whether it (i) [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] of the Product, (ii) [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] 8 after the expiration of the Initial Term or (iii) [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***], or other period of two time as the parties shall mutually agree, after the expiration of the Initial Term. When AVENTIS notifies CIMA that it desires to proceed with either (2) years following the Trigger Date (the “Tail Period”i), if a member of the Newco Group (the “Newco Purchaser”ii) reduces in any given six-month period or (which period starts at any point of time after the Trigger Date) the GE Sourcing Costs Share with respect to any Seller Good that it purchases from a member of the GE Group (the “GE Supplier”) pursuant to the Supply Agreement by thirty percent (30%) as compared to the GE Sourcing Costs Share with respect to such Seller Good purchased from GE Supplier in the most recently completed calendar year prior to the Trigger Date, and the GE Supplier (a) has available capacity to supply such Seller Good pursuant to the Supply Agreement and (b) is not in material breach of the Supply Agreement (which such breach is incapable of being satisfied or cured by the GE Supplier within thirty (30) calendar days following receipt of written notice from the Newco Purchaser of such breachiii), then AVENTIS shall pay CIMA the technology transfer fee(s) set forth in Section 1 shall no longer restrict 5.2 below. During the GE Supplier from selling such Seller Good during the remainder term of the Tail Periodsupply agreement, AVENTIS shall provide the [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] for the manufacturing of tablets of Product. Upon reasonable request from the applicable GE Supplier, Newco shall, or shall cause the applicable Newco Purchaser to, provide The supply agreement will contain provisions consistent with CIMA's supply agreements between CIMA and its other major pharmaceutical partners and otherwise acceptable to the applicable requesting GE Supplier, parties. CIMA's prices for supplying Product to Aventis shall not exceed the prices in reasonable detail, the GE Sourcing Costs Share with respect Schedule D; provided however such prices may be increased annually based upon increases in a Producer Price Index (details to applicable time periods. For purposes of this Section 4, “GE Sourcing Costs Share” means the quotient of (a) the amount of the sourcing costs incurred by the Newco Purchaser with respect to any Seller Good (as defined be included in the Supply Agreement) purchased by the Newco Purchaser from the GE Supplier in any given period of time divided by (b) the aggregate amount of the sourcing costs incurred by the Newco Group with respect not to such Seller Good purchased by the Newco Group from the GE Group and third party suppliers in the same period of timeexceed [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] per year.