Common use of Supply Commitment Clause in Contracts

Supply Commitment. a. Subject to the capacity ramp-up plan in Section 9 above, SMIC will commit to and deliver to Spansion a maximum of [*******] of Spansion MirrorBit® ORNAND2™ products at 43nm [*******] and follow-on Charge Trapping based flash memory technologies and any NOR products throughout the Term of this Product Supplement, where such [*******] may be reasonably adjusted in the event there is a loss of capacity due to product/technology conversion. In the event the Milestones provided for in Section 4 above are not met due to Spansion’s failure of timely provision of the Deliverable, or the capacity ramp-up plan is delayed or is anticipated to be delayed by the causes beyond SMIC’s control, including without limitation that the necessary licenses, permits and authorization can not be duly approved by the appropriate governmental authorities, the Parties will negotiate a reduction to the Supply Commitment. If the Parties fail to reach agreement on such a reduction within sixty (60) calendar days, SMIC may terminate its Supply Commitment. b. Throughout the Term, SMIC shall maintain, and make available to Spansion manufacturing capacity to provide Contract Wafers in amounts at least equal to the Minimum Loading Commitment or in accordance with the agreed to Firmly Forecast Orders (whichever is lower in total) (the “Supply Commitment”). c. Spansion recognizes that the Supply Commitment is based on SMIC being profitable at the 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 Supply Commitment without liability, which termination is effective in ninety (90) calendar days from SMIC providing notice of termination of this Supply Commitment.

Supply Commitment. a. Subject to the capacity ramp-up plan in Section 9 aboveterms hereof, SMIC will commit PowderJect hereby agrees to and deliver to Spansion a maximum 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 ***, which is obligated to Manufacture and supply PowderJect's requirements of Gas Cylinders pursuant to the *** Agreements. While the **] * Agreements are in effect, PowderJect will obtain AlgoRx's requirements of Spansion MirrorBit® ORNAND2™ products at 43nm [Gas Cylinders from *******] * and follow-on Charge Trapping based flash memory technologies and any NOR products throughout the Term of this Product Supplement, where such [*******] may be reasonably adjusted in the event there is a loss of capacity due supply them to product/technology conversion. In the event the Milestones provided for in Section 4 above are not met due to Spansion’s failure of timely provision of the Deliverable, or the capacity ramp-up plan is delayed or is anticipated to be delayed by the causes beyond SMIC’s control, including without limitation that the necessary licenses, permits and authorization can not be duly approved by the appropriate governmental authorities, the Parties will negotiate a reduction to the Supply CommitmentAlgoRx. If the Parties fail *** Agreements terminate, PowderJect may subsequently enter into an agreement with a Third Party Manufacturer to reach agreement on supply PowderJect's and AlgoRx's requirements of Gas Cylinders pursuant to Section 2.13 (such agreement, a reduction within sixty (60) calendar days"THIRD PARTY MANUFACTURER AGREEMENT"). PowderJect shall comply in all material respects with the terms of the *** Agreements or any Third Party Manufacturer Agreement, SMIC may terminate its Supply Commitment. b. Throughout the Term, SMIC shall maintainas applicable, and make available shall not terminate such agreements without AlgoRx's prior written consent. PowderJect expressly acknowledges and understands that the Gas Cylinders Manufactured by *** and supplied by PowderJect to Spansion manufacturing capacity to provide Contract Wafers in amounts at least equal AlgoRx are critical to the Minimum Loading Commitment 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 *** Agreements or in accordance any Third Party Manufacturer Agreement to ensure that PowderJect is able to comply with the agreed its obligations to Firmly Forecast Orders (whichever AlgoRx and that AlgoRx is lower in total) (the “Supply Commitment”). c. Spansion recognizes that the Supply Commitment is based on SMIC being profitable at the prices able to exercise its rights set forth in Section 16this Agreement. PowderJect covenants that it will not amend the *** 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 the event SMIC is not profitable at such wafer pricesaddition, SMIC will notify Spansion, PowderJect shall provide substantiating information prompt written notice 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 Supply Commitment without liability, which termination is effective in ninety (90) calendar days from SMIC providing notice AlgoRx of termination of this Supply Commitment.the

Supply Commitment. a. Subject to the capacity ramp-up plan in Section 9 aboveterms hereof, SMIC will commit PowderJect hereby agrees to and deliver to Spansion a maximum supply AlgoRx's requirements of [*******] of Spansion MirrorBit® ORNAND2™ products at 43nm [*******] and follow-on Charge Trapping based flash memory technologies and any NOR products throughout Gas Cylinders during the Term term of this Product Supplement, where such [*******] may be reasonably adjusted in the event there is a loss of capacity due to product/technology conversionAgreement. In the event the Milestones provided for in Section 4 above are not met due to Spansion’s failure of timely provision As of the DeliverableEffective Date, or the capacity ramp-up plan PowderJect is delayed or obtaining its supply of Gas Cylinders exclusively from BOC, which is anticipated obligated to be delayed by the causes beyond SMIC’s control, including without limitation that the necessary licenses, permits Manufacture and authorization can not be duly approved by the appropriate governmental authorities, the Parties will negotiate a reduction supply PowderJect's requirements of Gas Cylinders pursuant to the Supply CommitmentBOC 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 Parties fail BOC Agreements terminate, PowderJect may subsequently enter into an agreement with a Third Party Manufacturer to reach agreement on supply PowderJect's and AlgoRx's requirements of Gas Cylinders pursuant to Section 2.13 (such agreement, a reduction within sixty (60) calendar days"THIRD PARTY MANUFACTURER AGREEMENT"). PowderJect shall comply in all material respects with the terms of the BOC Agreements or any Third Party Manufacturer Agreement, SMIC may terminate its Supply Commitment. b. Throughout the Term, SMIC shall maintainas applicable, and make available 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 Spansion manufacturing capacity to provide Contract Wafers in amounts at least equal AlgoRx are critical to the Minimum Loading Commitment 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 in accordance any Third Party Manufacturer Agreement to ensure that PowderJect is able to comply with the agreed its obligations to Firmly Forecast Orders (whichever AlgoRx and that AlgoRx is lower in total) (the “Supply Commitment”). c. Spansion recognizes that the Supply Commitment is based on SMIC being profitable at the prices able to exercise its rights set forth in Section 16this 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 the event SMIC is not profitable at such wafer pricesaddition, SMIC will notify Spansion, PowderJect shall provide substantiating information prompt written notice 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 Supply Commitment without liability, which termination is effective in ninety (90) calendar days from SMIC providing notice AlgoRx of termination of this Supply Commitment.the