Common use of Supply Commitment Clause in Contracts

Supply Commitment. Subject to the terms hereof, PowderJect hereby agrees to supply AlgoRx's requirements of Gas Cylinders during the term of this Agreement. As of the Effective Date, PowderJect is obtaining its supply of Gas Cylinders exclusively from BOC, which is obligated to Manufacture and supply PowderJect's requirements of Gas Cylinders pursuant to the BOC Agreements. While the BOC Agreements are in effect, PowderJect will obtain AlgoRx's requirements of Gas Cylinders from BOC and supply them to AlgoRx. If the BOC Agreements terminate, PowderJect may subsequently enter into an agreement with a Third Party Manufacturer to supply PowderJect's and AlgoRx's requirements of Gas Cylinders pursuant to Section 2.13 (such agreement, a "THIRD PARTY MANUFACTURER AGREEMENT"). PowderJect shall comply in all material respects with the terms of the BOC Agreements or any Third Party Manufacturer Agreement, as applicable, and shall not terminate such agreements without AlgoRx's prior written consent. PowderJect expressly acknowledges and understands that the Gas Cylinders Manufactured by BOC and supplied by PowderJect to AlgoRx are critical to the business of AlgoRx and that AlgoRx has no alternate source of supply of Gas Cylinders. Accordingly, PowderJect shall diligently take all reasonable steps to exercise its rights under the BOC Agreements or any Third Party Manufacturer Agreement to ensure that PowderJect is able to comply with its obligations to AlgoRx and that AlgoRx is able to exercise its rights set forth in this Agreement. PowderJect covenants that it will not amend the BOC Agreements or any Third Party Manufacturer Agreement during the term of this Agreement in a manner that adversely affects the rights or obligations of AlgoRx hereunder without the prior written consent of AlgoRx. In addition, PowderJect shall provide prompt written notice to AlgoRx of the

Supply Commitment. a. Subject to the terms hereofcapacity ramp-up plan in Section 9 above, PowderJect hereby agrees SMIC will commit to supply AlgoRx's requirements and deliver to Spansion a maximum of Gas Cylinders during [*******] of Spansion MirrorBit® ORNAND2™ products at 43nm [*******] and follow-on Charge Trapping based flash memory technologies and any NOR products throughout the term Term of this AgreementProduct Supplement, where such [*******] may be reasonably adjusted in the event there is a loss of capacity due to product/technology conversion. As In the event the Milestones provided for in Section 4 above are not met due to Spansion’s failure of timely provision of the Effective DateDeliverable, PowderJect or the capacity ramp-up plan is obtaining its supply of Gas Cylinders exclusively from BOCdelayed or is anticipated to be delayed by the causes beyond SMIC’s control, which is obligated to Manufacture including without limitation that the necessary licenses, permits and supply PowderJect's requirements of Gas Cylinders pursuant authorization can not be duly approved by the appropriate governmental authorities, the Parties will negotiate a reduction to the BOC Agreements. While the BOC Agreements are in effect, PowderJect will obtain AlgoRx's requirements of Gas Cylinders from BOC and supply them to AlgoRxSupply Commitment. If the BOC Agreements terminateParties fail to reach agreement on such a reduction within sixty (60) calendar days, PowderJect SMIC may subsequently enter into an agreement with a Third Party Manufacturer terminate its Supply Commitment. b. Throughout the Term, SMIC shall maintain, and make available to supply PowderJect's and AlgoRx's requirements of Gas Cylinders pursuant Spansion manufacturing capacity to Section 2.13 (such agreement, a "THIRD PARTY MANUFACTURER AGREEMENT"). PowderJect shall comply provide Contract Wafers in all material respects amounts at least equal to the Minimum Loading Commitment or in accordance with the terms of agreed to Firmly Forecast Orders (whichever is lower in total) (the BOC Agreements or any Third Party Manufacturer Agreement, as applicable, and shall not terminate such agreements without AlgoRx's prior written consent. PowderJect expressly acknowledges and understands “Supply Commitment”). c. Spansion recognizes that the Gas Cylinders Manufactured by BOC and supplied by PowderJect to AlgoRx are critical to Supply Commitment is based on SMIC being profitable at the business of AlgoRx and that AlgoRx has no alternate source of supply of Gas Cylinders. Accordingly, PowderJect shall diligently take all reasonable steps to exercise its rights under the BOC Agreements or any Third Party Manufacturer Agreement to ensure that PowderJect is able to comply with its obligations to AlgoRx and that AlgoRx is able to exercise its rights prices set forth in Section 16. In the event SMIC is not profitable at such wafer prices, SMIC will notify Spansion, provide substantiating information to Spansion, and the Parties will meet to negotiate an alternative solution reasonably acceptable to the Parties. If such negotiations do not result in an agreed to solution within sixty (60) calendar days from SMIC’s notice, SMIC may notify Spansion in writing to terminate this Agreement. PowderJect covenants that it will not amend the BOC Agreements or any Third Party Manufacturer Agreement during the term Supply Commitment without liability, which termination is effective in ninety (90) calendar days from SMIC providing notice of termination of this Agreement in a manner that adversely affects the rights or obligations of AlgoRx hereunder without the prior written consent of AlgoRx. In addition, PowderJect shall provide prompt written notice to AlgoRx of theSupply Commitment.

Supply Commitment. Subject to the terms hereof, PowderJect hereby agrees to supply AlgoRx's requirements of Gas Cylinders during the term of this Agreement. As of the Effective Date, PowderJect is obtaining its supply of Gas Cylinders exclusively from BOC***, which is obligated to Manufacture and supply PowderJect's requirements of Gas Cylinders pursuant to the BOC *** Agreements. While the BOC *** Agreements are in effect, PowderJect will obtain AlgoRx's requirements of Gas Cylinders from BOC *** and supply them to AlgoRx. If the BOC *** Agreements terminate, PowderJect may subsequently enter into an agreement with a Third Party Manufacturer to supply PowderJect's and AlgoRx's requirements of Gas Cylinders pursuant to Section 2.13 (such agreement, a "THIRD PARTY MANUFACTURER AGREEMENT"). PowderJect shall comply in all material respects with the terms of the BOC *** Agreements or any Third Party Manufacturer Agreement, as applicable, and shall not terminate such agreements without AlgoRx's prior written consent. PowderJect expressly acknowledges and understands that the Gas Cylinders Manufactured by BOC *** and supplied by PowderJect to AlgoRx are critical to the business of AlgoRx and that AlgoRx has no alternate source of supply of Gas Cylinders. Accordingly, PowderJect shall diligently take all reasonable steps to exercise its rights under the BOC *** Agreements or any Third Party Manufacturer Agreement to ensure that PowderJect is able to comply with its obligations to AlgoRx and that AlgoRx is able to exercise its rights set forth in this Agreement. PowderJect covenants that it will not amend the BOC *** Agreements or any Third Party Manufacturer Agreement during the term of this Agreement in a manner that adversely affects the rights or obligations of AlgoRx hereunder without the prior written consent of AlgoRx. In addition, PowderJect shall provide prompt written notice to AlgoRx of the