Common use of Supply of Product Clause in Contracts

Supply of Product. During the Term of this Agreement, Supplier agrees to supply to Purchaser, and Purchaser agrees to purchase from Supplier, all quantities of Product ordered by Purchaser pursuant to purchase orders submitted to Supplier under Firm Orders in accordance with the terms of this Agreement and subject to the terms of Article 5 below. During the Term and except in the event of a Supply Failure as provided in Section 8.2, Purchaser shall purchase [***] of its requirements for the Product for use in the Finished Product from Supplier (the “Purchase Obligation”). Notwithstanding Purchaser’s Purchase Obligation, Purchaser may at any time purchase from the Secondary Source (as defined in Section 8.1.1), (i) those quantities of Product for use in the Finished Product that are required by the Secondary Source and/or Regulatory Authorities to keep such Secondary Source fully qualified and enabled as a commercial manufacturer of Product for Finished Product, so long as the quantities of Product purchased by Purchaser from the Secondary Source in a given calendar year of the Term [***] of Purchaser’s requirements of Product for such calendar year, and (ii) any quantities of Product ordered by Purchaser in accordance with the terms of this Agreement that Supplier is unable to supply but which such inability to supply would not reach the level of a Supply Failure. No change in Specifications will be made without the mutual written agreement of Supplier and Purchaser. Purchaser may purchase Product hereunder through its designee (i.e. Purchaser’s contract manufacturers and/or pharmaceutical development partners, in each case for the development and/or commercialization of the Finished Product), and Supplier agrees to supply Product to such designee pursuant to the terms of this Agreement; provided, however, that Purchaser has provided the name of such designee to Supplier in advance, and such designee has agreed in writing with Purchaser to be bound by the confidentiality obligations of Article 11 with respect to any of Supplier’s Information that such designee receives pursuant to this Agreement and to purchase Product only for use in the Finished Product hereunder. [***] 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 Securities and Exchange Commission.

Supply of Product. During (a) Promptly after the Term date hereof, the Parties shall form a working group of this appropriately qualified personnel to negotiate definitive supply and quality agreements to be effective at Closing pursuant to which Forest will manufacture and supply the Products to Caraco (together, the “Supply Agreement”), Supplier agrees which Supply Agreement shall include, without limitation, the obligation of Forest to do all that is necessary to be able to supply Caraco with each Product, directly or through a qualified Third Party service provider, including but not limited to Purchasersecuring all applicable FDA approvals, and Purchaser agrees to purchase from Supplierconducting, at its sole cost and expense, all quantities required tests and studies, including bioequivalency studies. The Supply Agreement shall also include customary ordering and forecasting mechanisms, quality control and quality assurance procedures and shall provide for (i) maintenance of Product ordered by Purchaser pursuant satisfactory product and other liability insurance, (ii) the supply of the Products at Forest’s Cost of Goods for first Contract Year, and (iii) if, despite Caraco’s Commercially Reasonable Efforts to purchase orders submitted to Supplier under Firm Orders assume the commercial manufacture of the Products in accordance with Section 6.03, Caraco, after the terms end of the first Contract Year, continues to be unable to take over manufacturing of a Product or Products, the continued supply of such Products at Forest’s Cost of Goods plus a [* * *] xxxx-up for a period of up to ten (10) years following the Closing Date, which ten (10) year period may be extended upon the mutual agreement of the Parties. The Parties agree that the Cost of Goods applicable under the Supply Agreement for the first Contract Year shall be the amounts set forth on Schedule 5.04(a). For purposes of this Agreement and subject to Section 5.04, the terms of Article 5 belowterm “Products” shall not include diltiazem or Products sold under the Tiazac(R) trademark. During the Term and except in the event of a Supply Failure as provided in Section 8.2, Purchaser shall purchase THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [*** * *] of its requirements for the Product for use in the Finished Product from Supplier (the “Purchase Obligation”). Notwithstanding Purchaser’s Purchase Obligation, Purchaser may at any time purchase from the Secondary Source (as defined in Section 8.1.1), (i) those quantities of Product for use in the Finished Product that are required by the Secondary Source and/or Regulatory Authorities to keep such Secondary Source fully qualified and enabled as a commercial manufacturer of Product for Finished Product, so long as the quantities of Product purchased by Purchaser from the Secondary Source in a given calendar year of the Term [***] of Purchaser’s requirements of Product for such calendar year, and (ii) any quantities of Product ordered by Purchaser in accordance with the terms of this Agreement that Supplier is unable to supply but which such inability to supply would not reach the level of a Supply Failure. No change in Specifications will be made without the mutual written agreement of Supplier and Purchaser. Purchaser may purchase Product hereunder through its designee (i.e. Purchaser’s contract manufacturers and/or pharmaceutical development partners, in each case for the development and/or commercialization of the Finished Product), and Supplier agrees to supply Product to such designee pursuant to the terms of this Agreement; provided, however, that Purchaser has provided the name of such designee to Supplier in advance, and such designee has agreed in writing with Purchaser to be bound by the confidentiality obligations of Article 11 with respect to any of Supplier’s Information that such designee receives pursuant to this Agreement and to purchase Product only for use in the Finished Product hereunder. [***] 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 Securities and Exchange CommissionAND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Supply of Product. During the Term of this Agreement, Supplier agrees shall sell Product to supply to Purchaser, Cisco and Purchaser agrees to purchase from Supplier, all quantities of Product ordered by Purchaser Authorized Purchasers pursuant to purchase orders submitted to Supplier under Firm Orders in accordance with the terms and conditions of this Agreement and subject to Authorized Purchasers pursuant to the terms and conditions of Article 5 belowseparate purchase agreements between Supplier and the Authorized Purchasers for purposes of allowing Cisco and Authorized Purchasers to incorporate such Product into (or bundle such Product with) Cisco’s products. During If software is provided with the Term delivered Product, the software license terms set forth in Exhibit A will also apply. Supplier shall manage all aspects of delivery and except in fulfillment of Products to Authorized Purchasers. Supplier will be required to enter into a separate purchase agreement with Cisco Systems International B.V. (“Cisco BV”) substantially similar to this Agreement which will exclusively govern the event purchase of a Supply Failure as provided in Section 8.2, Purchaser shall purchase [***] of its requirements products from Supplier by Cisco BV (and authorized purchasers identified therein) solely for the Product purpose of incorporating into (or bundling with) products ultimately made for use in the Finished Product from Cisco BV. Supplier (the “Purchase Obligation”). Notwithstanding Purchaser’s Purchase Obligation, shall be entitled to refuse to sell Products to any Authorized Purchaser may at any time purchase from the Secondary Source (as defined in Section 8.1.1), with reference to this Agreement if (i) those quantities of Product for use in the Finished Product that are required by the Secondary Source and/or Regulatory Authorities such Authorized Purchaser has failed to keep such Secondary Source fully qualified and enabled as a commercial manufacturer of Product for Finished Product, so long as the quantities of Product purchased by Purchaser from the Secondary Source in a given calendar year of the Term [***] of Purchaser’s requirements of Product for such calendar yearpay Supplier amounts due Supplier, and (ii) such non-payment remains outstanding despite Supplier’s diligent resolution efforts, and (iii) Supplier has notified Cisco in writing and has afforded to Cisco a reasonable period of time, but in no event less than [**], in which to intervene and resolve such non-payment by the Authorized Purchaser. Upon subsequent resolution of any quantities of Product ordered such non-payment by a Cisco Authorized Purchaser, Supplier’s obligations hereunder shall resume immediately. If an Authorized Purchaser in accordance with demands terms and conditions for an Order that are different from the terms of this Agreement that Supplier is unable to supply but which such inability to supply would not reach the level of a Supply Failure. No change in Specifications will be made without the mutual written agreement of Supplier and Purchaser. Purchaser may purchase Product hereunder through its designee (i.e. Purchaser’s contract manufacturers and/or pharmaceutical development partners, in each case for the development and/or commercialization of the Finished Product), and Supplier agrees to supply Product to such designee pursuant to the terms conditions of this Agreement, then Supplier may reject such Order; provided, however, that Purchaser Supplier has provided first notified Cisco in writing and has afforded to Cisco a reasonable period of time, but in no event less than [**], in which to intervene and resolve the name issue. Supplier’s withholding or rejection as permitted hereunder shall not constitute a breach, default, nonperformance, delay, lack of such designee to Supplier in advancetimely performance, or failure on Supplier’s part, and such designee has agreed in writing with Purchaser to be bound by the confidentiality obligations of Article 11 Supplier’s performance with respect to any of Supplier’s Information that such designee receives pursuant to this Agreement and to purchase Product only for use in the Finished Product hereunder. [***] 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 Securities and Exchange Commissiondelivery or rejection shall be excused.

Supply of Product. During the Term of this Agreement, Supplier agrees to supply to PurchaserExcept for UCART19 [***], and Purchaser agrees any other UCART19 Products, UCART19 Subsequent Products and UCART19 Substitute Products, upon exercise of the Option to purchase from SupplierLicense with respect to a given Program, all quantities and upon Servier’s request, Cellectis shall Manufacture or have Manufactured in compliance with cGMP the corresponding Products for Servier’s benefit until the end of Product ordered the Phase II studies to be conducted by Purchaser pursuant to purchase orders submitted to Supplier under Firm Orders in accordance with the terms of this Agreement and Servier, its Affiliates or its Servier Sublicensees, subject to a written supply and quality agreements whose terms and conditions shall be negotiated in good faith between the terms of Article 5 below. During the Term and except in the event of Parties within a Supply Failure as provided in Section 8.2, Purchaser shall purchase period [***] upon exercise of its requirements for each Option to License. The supply price of the Product for use (in the Finished Product from Supplier (the “Purchase Obligation”)finished form) shall be at manufacturing costs, incurred by Cellectis, plus [***]. Notwithstanding Purchaser’s Purchase Obligation, Purchaser Servier may elect at any time purchase from before entering into the Secondary Source (as defined in Section 8.1.1), (i) those quantities first Phase II studies but after the exercise of Product the corresponding Option to License for use in the Finished Product that are required by the Secondary Source and/or Regulatory Authorities to keep such Secondary Source fully qualified and enabled as a commercial manufacturer of Product for Finished any Product, so long as to have the quantities manufacture of Product purchased such Products transferred to by Purchaser from the Secondary Source in a given calendar year of the Term Cellectis or its designee, at Servier’s costs, to Servier, [***] CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. 18 / 56 its US Partner or its Designee reasonably acceptable to Cellectis. The Parties will execute a tri-partite technology transfer agreement between Servier, the Contract Manufacturing Organization and Cellectis, provided that Cellectis will transfer (or will have transferred) to the Contract Manufacturing Organization the know-how, material and data necessary for the proper manufacturing of Purchaser’s requirements the Products. For sake of Product clarity, except for such calendar yearUCART19 [***], and any other UCART19 Products, UCART19 Subsequent Products and UCART19 Substitute Products Cellectis (iior its designee, under Cellectis’ responsibility) any quantities shall use diligent efforts to perform the technology transfer to Servier, its US Partner or its Designee necessary for Servier to conduct the manufacturing of Product ordered by Purchaser in accordance with the terms of this Agreement that Supplier is unable to supply but which such inability to supply would not reach the level of a Supply Failureeach Product. No change in Specifications Such technology transfer will be made without on a Product-by-Product basis (provided that once such technology transfer has been made for a Product, it is deemed to be made for any subsequent Products, Subsequent Products and Substitute Products directed against the mutual written agreement same Target to the extent that in such case and if the manufacturing of Supplier such subsequent Product, Subsequent Products and Purchaser. Purchaser may purchase Product hereunder through Substitute Products requires additional technology transfer due to subsequent changes, Cellectis shall use its designee (i.e. Purchaser’s contract manufacturers and/or pharmaceutical development partnersCommercially Reasonable Efforts to provide reasonable support to Servier, in each case for the development and/or commercialization of the Finished Productits US Partner or its Designee with respect to such technology transfer), and Supplier agrees to supply Product to such designee pursuant to the terms of this Agreement; provided, however, that Purchaser has provided the name of such designee to Supplier in advance, and such designee has agreed in writing with Purchaser to be bound by the confidentiality obligations of Article 11 with respect to any of Supplier’s Information that such designee receives pursuant to this Agreement and to purchase Product only for use in the Finished Product hereunder. will start at Cellectis’ discretion within [***] 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 Securities and Exchange Commission.following:

Supply of Product. During the Term of this Agreement, Supplier agrees to supply to Purchaser, and Purchaser agrees to purchase from Supplier, all quantities of Product ordered by Purchaser pursuant to purchase orders submitted to Supplier under Firm Orders in 3.1 In accordance with the terms of this Agreement and subject to the terms Agreement, GENSIA SICOR (through SICOR) shall supply all of Article 5 below. During the Term and except PURCHASER'S ordered requirements for Product in bulk form for use by PURCHASER in the event of a Supply Failure as provided in Section 8.2, Purchaser shall purchase [***] of its requirements for the Product for use in the Finished Product from Supplier (the “Purchase Obligation”). Notwithstanding Purchaser’s Purchase Obligation, Purchaser may at any time purchase from the Secondary Source (as defined in Section 8.1.1), (i) those quantities of Product for use in the Finished Product that are required by the Secondary Source and/or Regulatory Authorities to keep such Secondary Source fully qualified and enabled as a commercial manufacturer of Product for Finished Product, so long as the quantities of Product purchased by Purchaser from the Secondary Source in a given calendar year of the Term [***] of Purchaser’s requirements of Product for such calendar year, and (ii) any quantities of Product ordered by Purchaser Territories in accordance with the terms of this Agreement that Supplier is unable to supply but which such inability to supply would not reach the level of a Supply Failure. No change in Specifications will be made without the mutual written agreement of Supplier and Purchaser. Purchaser may purchase Product hereunder through its designee (i.e. Purchaser’s contract manufacturers and/or pharmaceutical development partners, in each case for the development and/or commercialization of the Finished Product), and Supplier agrees to supply Product to such designee pursuant to the terms provisions of this Agreement. The right and license of PURCHASER to obtain, use and distribute Product (including, without limitation, the right to make or have made Product) from GENSIA SICOR and SICOR shall be (i) non-exclusive in the Non-exclusive Territory, and (ii exclusive in the Exclusive Territory; provided, however, that Purchaser the rights and licenses set forth in clause (ii) above shall be co-exclusive in each jurisdiction in which GENSIA SICOR (or ALCO or SICOR, as the case may be) has provided binding written agreements, or binding written commitments that will lead to binding written agreements, to sell Product on the name of such designee Restatement Date (which is limited to Supplier only those [ * ] and the [ * ] with whom GENSIA SICOR has commitments that are in advanceexistence on the Restatement Date), and such designee has agreed in writing with Purchaser to be bound by the confidentiality obligations of Article 11 but only with respect to such third parties and only until the earlier of expiration or termination of such agreements; and provided, further that GENSIA SICOR shall use all diligent efforts (without any obligation to violate or alter the terms of Supplier’s Information such agreements existing on the Restatement Date) to provide PURCHASER with exclusive rights and licenses to sell the Products in the Territory as soon as possible. All Product hereunder shall be manufactured at SICOR's GMP facilities at Rho, Italy, the facility identified in Exhibit 9 hereto, the Santxx Xxxility and additional (as necessary and as provided in Section 6 below) GMP qualified facilities that such designee receives pursuant are approved in advance by PURCHASER (which approval will not be unreasonably withheld). In addition, all Product shall be manufactured (A) in accordance with drug substance manufacturing and quality control procedures existing on the Effective Date, which drug substance manufacturing and quality control procedures have been included in manufacturer's Abbreviated Antibiotic Drug Application ("AADA") submitted to this Agreement the FDA in 1996, and that will be submitted to other Regulatory Authorities in the Territory (which AADA shall include at least the elements set forth in the Drug Master File) in accordance with U.S. FDA current Good Manufacturing Practices, and (B) to the Q/C Specifications. GENSIA SICOR shall cause SICOR to use its diligent efforts to [ * ] in order to produce and supply all Product ordered by Purchaser hereunder and to purchase meet the Product only for use [ * ] that will be set forth in Schedule 1 hereto within [ * ] after the Finished Product hereunderRestatement Date. [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit In addition, GENSIA SICOR agrees to the following (and have been filed separately with the Securities and Exchange Commission.GENSIA SICOR agrees to cause SICOR to undertake):

Supply of Product. During the Term of this Agreement, Supplier agrees Salix shall use reasonable efforts to supply the Product during the Co-Promotion Period in sufficient quantities to Purchaser, and Purchaser agrees to purchase from Supplier, all quantities satisfy the levels of Product ordered by Purchaser pursuant to purchase orders submitted to Supplier under Firm Orders sales forecasted in accordance the then current Marketing Plan. Salix shall maintain reasonable inventory levels [*] Confidential treatment requested; certain information omitted and filed separately with the terms SEC. of the Product in order to ensure their ability to fulfill this Agreement obligation. Salix shall have the sole responsibility and subject right to fill orders with respect to the terms of Article 5 belowProduct. During the Term and except in the event of a Supply Failure as provided in Section 8.2, Purchaser Altana shall purchase [***] of its requirements not solicit orders for the Product but, if for use any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product shall be subject to acceptance by Salix, in the Finished its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product from Supplier (the “Purchase Obligation”). Notwithstanding Purchaser’s Purchase Obligation, Purchaser may at any time purchase after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Secondary Source Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of the sale of the Product, including (as defined in Section 8.1.1)a) the price at which the Product will be sold, (ib) those quantities whether the Product will be subject to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of Product for use in the Finished Product that are required by the Secondary Source and/or Regulatory Authorities to keep such Secondary Source fully qualified and enabled as a commercial manufacturer of Product for Finished Product, so long as the quantities of Product purchased by Purchaser from the Secondary Source in a given calendar year distribution of the Term [***] of Purchaser’s requirements of Product for such calendar yearProduct, and (iif) whether credit is to be granted or refused in connection with any quantities sale of Product ordered by Purchaser in accordance with Product. In the terms of this Agreement event that Supplier is unable Salix fails to supply but which such inability to supply would not reach the level of a Supply Failure. No change in Specifications will be made without the mutual written agreement of Supplier and Purchaser. Purchaser may purchase Product hereunder through its designee (i.e. Purchaser’s contract manufacturers and/or pharmaceutical development partners, in each case for the development and/or commercialization of the Finished Product), and Supplier agrees to supply Product to such designee pursuant to the terms of this Agreement; provided, however, that Purchaser has provided the name of such designee to Supplier in advance, and such designee has agreed in writing with Purchaser to be bound by the confidentiality obligations of Article 11 with respect to any of Supplier’s Information that such designee receives as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet and attempt to purchase Product only for use in negotiate a mutually agreeable and commercially reasonable solution. If the Finished Product hereunder. [***] Confidential treatment has been requested for portions Parties cannot reach such an agreement within a reasonable period of time, the issue will be dealt with as contemplated under Section 4.4 of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange CommissionAgreement.

Supply of Product. During the Term of this Agreement, Supplier agrees to supply to PurchaserExcept for UCART19 [***], and Purchaser agrees any other UCART19 Products, UCART19 Subsequent Products and UCART19 Substitute Products, upon exercise of the Option to purchase from SupplierLicense with respect to a given Program, all quantities and upon Servier’s request, Cellectis shall Manufacture or have Manufactured in compliance with cGMP the corresponding Products for Servier’s benefit until the end of Product ordered the Phase II studies to be conducted by Purchaser pursuant to purchase orders submitted to Supplier under Firm Orders in accordance with the terms of this Agreement and Servier, its Affiliates or its Servier Sublicensees, subject to a written supply and quality agreements whose terms and conditions shall be negotiated in good faith between the terms of Article 5 below. During the Term and except in the event of Parties within a Supply Failure as provided in Section 8.2, Purchaser shall purchase period [***] upon exercise of its requirements for each Option to License. The supply price of the Product for use (in the Finished Product from Supplier (the “Purchase Obligation”)finished form) shall be at manufacturing costs, incurred by Cellectis, plus [***]. Notwithstanding Purchaser’s Purchase Obligation, Purchaser Servier may elect at any time purchase from before entering into the Secondary Source first Phase II studies but after the exercise of the corresponding Option to License for any Product, to have the manufacture of such Products transferred to by Cellectis or its designee, at Servier’s costs, to Servier, its US Partner or its Designee reasonably acceptable to Cellectis. The Parties will execute a tri-partite technology transfer agreement between Servier, the Contract Manufacturing Organization and Cellectis, provided that Cellectis will transfer (as defined or will have transferred) to the Contract Manufacturing Organization the know-how, material and data necessary for the proper manufacturing of the Products. For sake of clarity, except for UCART19 [***], and any other UCART19 Products, UCART19 Subsequent Products and UCART19 Substitute Products Cellectis (or its designee, under Cellectis’ responsibility) shall use diligent efforts to perform the technology transfer to Servier, its US Partner or its Designee necessary for Servier to conduct the manufacturing of each Product. Such technology transfer will be made on a Product-by-Product basis (provided that once such technology transfer has been made for a Product, it is deemed to be made for any subsequent Products, Subsequent Products and Substitute Products directed against the same Target to the extent that in Section 8.1.1such case and if the manufacturing of such subsequent Product, Subsequent Products and Substitute Products requires additional technology transfer due to subsequent changes, Cellectis shall use its Commercially Reasonable Efforts to provide reasonable support to Servier, its US Partner or its Designee with respect to such technology transfer), (i) those quantities of Product for use in the Finished Product that are required by the Secondary Source and/or Regulatory Authorities to keep such Secondary Source fully qualified and enabled as a commercial manufacturer of Product for Finished Product, so long as the quantities of Product purchased by Purchaser from the Secondary Source in a given calendar year of the Term will start at Cellectis’ discretion within [***] of Purchaser’s requirements of Product for such calendar year, and (ii) any quantities of Product ordered by Purchaser in accordance with the terms of this Agreement that Supplier is unable to supply but which such inability to supply would not reach the level of a Supply Failure. No change in Specifications will be made without the mutual written agreement of Supplier and Purchaser. Purchaser may purchase Product hereunder through its designee (i.e. Purchaser’s contract manufacturers and/or pharmaceutical development partners, in each case for the development and/or commercialization of the Finished Product), and Supplier agrees to supply Product to such designee pursuant to the terms of this Agreement; provided, however, that Purchaser has provided the name of such designee to Supplier in advance, and such designee has agreed in writing with Purchaser to be bound by the confidentiality obligations of Article 11 with respect to any of Supplier’s Information that such designee receives pursuant to this Agreement and to purchase Product only for use in the Finished Product hereunder. [***] 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 Securities and Exchange Commission.following:

Supply of Product. During the Term of this Agreement, Supplier agrees Salix shall use reasonable efforts to supply the Product during the Co-Promotion Period in sufficient quantities to Purchaser, and Purchaser agrees to purchase from Supplier, all quantities satisfy the levels of Product ordered by Purchaser pursuant sales forecasted in the then current Marketing Plan. Salix shall maintain reasonable inventory levels of the Product in order to purchase ensure their ability to fulfill this obligation. Salix shall have the sole responsibility and right to fill orders submitted to Supplier under Firm Orders in accordance with the terms of this Agreement and subject respect to the terms of Article 5 belowProduct. During the Term and except in the event of a Supply Failure as provided in Section 8.2, Purchaser Altana shall purchase [***] of its requirements not solicit orders for the Product but, if for use any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product shall be subject to acceptance by Salix, in the Finished its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product from Supplier (the “Purchase Obligation”). Notwithstanding Purchaser’s Purchase Obligation, Purchaser may at any time purchase after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Secondary Source Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of the sale of the Product, including (as defined in Section 8.1.1)a) the price at which the Product will be sold, (ib) those quantities whether the Product will be subject to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of Product for use in the Finished Product that are required by the Secondary Source and/or Regulatory Authorities to keep such Secondary Source fully qualified and enabled as a commercial manufacturer of Product for Finished Product, so long as the quantities of Product purchased by Purchaser from the Secondary Source in a given calendar year distribution of the Term [***] of Purchaser’s requirements of Product for such calendar yearProduct, and (iif) any quantities of Product ordered by Purchaser in accordance whether credit [*] Confidential treatment requested; certain information omitted and filed separately with the terms SEC. is to be granted or refused in connection with any sale of this Agreement Product. In the event that Supplier is unable Salix fails to supply but which such inability to supply would not reach the level of a Supply Failure. No change in Specifications will be made without the mutual written agreement of Supplier and Purchaser. Purchaser may purchase Product hereunder through its designee (i.e. Purchaser’s contract manufacturers and/or pharmaceutical development partners, in each case for the development and/or commercialization of the Finished Product), and Supplier agrees to supply Product to such designee pursuant to the terms of this Agreement; provided, however, that Purchaser has provided the name of such designee to Supplier in advance, and such designee has agreed in writing with Purchaser to be bound by the confidentiality obligations of Article 11 with respect to any of Supplier’s Information that such designee receives as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet and attempt to purchase Product only for use in negotiate a mutually agreeable and commercially reasonable solution. If the Finished Product hereunder. [***] Confidential treatment has been requested for portions Parties cannot reach such an agreement within a reasonable period of time, the issue will be dealt with as contemplated under Section 4.4 of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange CommissionAgreement.

Supply of Product. During On an annual basis, Allens shall be required to purchase from Pro-Fac Raw Products as determined in accordance with Paragraph 4 below and pursuant to the Term terms and conditions of this Agreement. Allens shall use all commercially reasonable efforts in connection with the development of the applicable annual Raw Product Plan and the implementation thereof to source as much of its Raw Products supply for Allens processing facilities from Pro-Fac as is practicable subject to relevant commercial considerations including, Supplier agrees without limitation, the production capabilities of Pro-Fac’s members in the relevant geographic area, the Raw Products needs of Allens (including timing and delivery requirements) and the overall cost of obtaining the applicable Raw Products. The vegetable crops that Pro-Fac currently supplies to the Allens processing facilities are listed on Schedule 1 attached hereto (the “Covered Crops”). Pro-Fac agrees, in consideration of the foregoing, to use all commercially reasonable efforts to maintain its ability to supply crops and to Purchasergive Allens priority and to use all commercially reasonable efforts to cause its members to give priority to Allens in the supply of crops (whether pursuant to Pro-Fac commitments or by means of an upward proration). Where a Pro-Fac member is subject to commitments to supply crops to any person or entity in addition to Pro-Fac, and Purchaser agrees the member’s yield for a particular growing season is insufficient to purchase from Suppliermeet all such commitments, Pro-Fac shall use all quantities commercially reasonable efforts to ensure that such Pro-Fac member allocates at least a pro-rata portion (based on such member’s relative commitments to all persons and entities) of Product ordered by Purchaser pursuant the crops that are available to purchase orders submitted satisfy such member’s commitment to Supplier Pro-Fac under Firm Orders the annual crop agreement(s) in accordance with effect between such member and Pro-Fac. Subject only to its inability to do so because of the terms vagaries of weather or other causes validly preventing the delivery or growing of such crops as set forth in this Agreement and subject to the terms of Article 5 below. During the Term and except in the event agreements between Pro-Fac and its members, Pro-Fac agrees to sell to Allens all crops of a Supply Failure as provided in Section 8.2the quality, Purchaser shall purchase [***] of its requirements for the Product for use type and in the Finished amounts set forth by acreage or tonnage in the Raw Product Plan to be obtained from Supplier members of Pro-Fac (the “Purchase Obligation”provided that such commitment to sell shall not apply to raw products contracted for directly between Allens as a contracting party and a grower who is a member of Pro-Fac). Notwithstanding Purchaser’s Purchase ObligationPro-Fac agrees that it shall, Purchaser may at any time purchase from the Secondary Source (as defined in Section 8.1.1), (i) those quantities of Product for use in the Finished Product that are required by the Secondary Source and/or Regulatory Authorities to keep such Secondary Source fully qualified and enabled as a commercial manufacturer of Product for Finished Product, so long as the quantities of Product purchased by Purchaser from the Secondary Source in a given calendar year of the Term [***] of Purchaser’s requirements of Product for such calendar yearmanner consistent with past custom and practice, exercise any and (ii) any quantities of Product ordered by Purchaser in accordance with the terms of this Agreement all rights that Supplier is unable to supply but which such inability to supply would not reach the level of a Supply Failure. No change in Specifications will be made without the mutual written agreement of Supplier and Purchaser. Purchaser may purchase Product hereunder through its designee (i.e. Purchaser’s contract manufacturers and/or pharmaceutical development partners, in each case for the development and/or commercialization of the Finished Product), and Supplier agrees to supply Product to such designee it has pursuant to the terms of the corporate governance documentation of Pro-Fac and any agreement between Pro-Fac and any of its members to manage (or, to the extent that and for so long as the agricultural management function has been delegated to Allens under this Agreement; provided, howeverto assist Allens to manage) the supply of crops from its members in a manner that facilitates and accommodates implementation of the annual Raw Product Plans, including, without limitation, allocating crop production among its members (whether above or below their respective committed amounts). In addition, Pro-Fac agrees that Purchaser has provided unless required by law, it shall not without the name consent of Allens amend the corporate governance documents of Pro-Fac or modify any existing agreements between Pro-Fac and its members, if such designee amendment or modification adversely affects Pro-Fac’s ability to Supplier in advance, and such designee has agreed in writing with Purchaser to be bound by carry out the confidentiality obligations of Article 11 with respect to any of Supplier’s Information that such designee receives pursuant to this Agreement and to purchase Product only for use in the Finished Product hereunder. [***] Confidential treatment has been requested for portions terms of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange CommissionAgreement.

Supply of Product. During the Term of this Agreement, Supplier agrees shall sell Product to supply to Purchaser, Cisco and Purchaser agrees to purchase from Supplier, all quantities of Product ordered by Purchaser Authorized Purchasers pursuant to purchase orders submitted to Supplier under Firm Orders in accordance with the terms and conditions of this Agreement and subject to Authorized Purchasers pursuant to the terms and conditions of Article 5 belowseparate purchase agreements between Supplier and the Authorized Purchasers for purposes of allowing Cisco and Authorized Purchasers to incorporate such Product into (or bundle such Product with) Cisco’s products. During If software is provided with the Term delivered Product, the software license terms set forth in Exhibit A will also apply. Supplier shall manage all aspects of delivery and except in fulfillment of Products to Authorized Purchasers. Supplier will be required to enter into a separate purchase agreement with Cisco Systems, Inc. (“Cisco CSI”) substantially similar to this Agreement which will exclusively govern the event purchase of a Supply Failure as provided in Section 8.2, Purchaser shall purchase [***] of its requirements products from Supplier by Cisco CSI (and authorized purchasers identified therein) solely for the Product purpose of incorporating into (or bundling with) products ultimately made for use in the Finished Product from Cisco CSI. Supplier (the “Purchase Obligation”). Notwithstanding Purchaser’s Purchase Obligation, shall be entitled to refuse to sell Products to any Authorized Purchaser may at any time purchase from the Secondary Source (as defined in Section 8.1.1), with reference to this Agreement if (i) those quantities of Product for use in the Finished Product that are required by the Secondary Source and/or Regulatory Authorities such Authorized Purchaser has failed to keep such Secondary Source fully qualified and enabled as a commercial manufacturer of Product for Finished Product, so long as the quantities of Product purchased by Purchaser from the Secondary Source in a given calendar year of the Term [***] of Purchaser’s requirements of Product for such calendar yearpay Supplier amounts due Supplier, and (ii) such non-payment remains outstanding despite Supplier’s diligent resolution efforts, and (iii) Supplier has notified Cisco in writing and has afforded to Cisco a reasonable period of time, but in no event less than [**], in which to intervene and resolve such non-payment by the Authorized Purchaser. Upon subsequent resolution of any quantities of Product ordered such non-payment by a Cisco Authorized Purchaser, Supplier’s obligations hereunder shall resume immediately. If an Authorized Purchaser in accordance with demands terms and conditions for an Order that are different from the terms of this Agreement that Supplier is unable to supply but which such inability to supply would not reach the level of a Supply Failure. No change in Specifications will be made without the mutual written agreement of Supplier and Purchaser. Purchaser may purchase Product hereunder through its designee (i.e. Purchaser’s contract manufacturers and/or pharmaceutical development partners, in each case for the development and/or commercialization of the Finished Product), and Supplier agrees to supply Product to such designee pursuant to the terms conditions of this Agreement, then Supplier may reject such Order; provided, however, that Purchaser Supplier has provided first notified Cisco in writing and has afforded to Cisco a reasonable period of time, but in no event less than [**], in which to intervene and resolve the name issue. Supplier’s withholding or rejection as permitted hereunder shall not constitute a breach, default, nonperformance, delay, lack of such designee to Supplier in advancetimely performance, or failure on Supplier’s part, and such designee has agreed in writing with Purchaser to be bound by the confidentiality obligations of Article 11 Supplier’s performance with respect to any of Supplier’s Information that such designee receives pursuant to this Agreement and to purchase Product only for use in the Finished Product hereunder. [***] 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 Securities and Exchange Commissiondelivery or rejection shall be excused.