Common use of Supply Price Clause in Contracts

Supply Price. (iii) The supply price for API provided by LGLS to OSCIENT during the Remaining Period, shall be equal to [***] percent of LGLS’s Fully Burdened Cost of Manufacture for API supplied thereunder, which shall in no event [***] $[***] per kg [***] $[***] per kg. In addition, if total purchases by OSCIENT plus any other purchasers of bulk API is greater than [***] kg in any calendar year, the $[***] supply price shall be reduced by $[***] per kg for each additional [***] kg of API purchased in excess of [***] kg in such calendar year by OSCIENT plus any other purchasers; provided however, that in the event OSCIENT purchases more than [***] kg of API in any calendar year (the first such calendar year, the “Threshold Year”), OSCIENT shall pay LGLS $[***] per kg for all API purchased during such calendar year. Within thirty (30) days after the end of the Threshold Year, LGLS shall reimburse OSCIENT the difference between (a) the actual amount paid by OSCIENT for API purchased during such year and (b) $[***] per kg times the number of kg purchased for such year. After the Threshold Year, OSCIENT shall continue to pay $[***] per kg unless OSCIENT purchases less than [***] kg of API during any calendar year. In the event OSCIENT purchases less than [***] kg of API during such calendar year, OSCIENT shall pay LGLS the difference between (x) $[***] times the number of kg purchased and (y) the amount paid to LGLS for API purchased during such calendar year (i.e. $[***] times the number of kg purchased) within thirty (30) days after the end of such calendar year. In the event that there is an interruption in LGLS’s supply of API for any reason, which continues uncured for more than [***] days, then OSCIENT shall have the right to procure an alternative source of supply for the duration of the interruption (“Second Source Supplier”). Notwithstanding the foregoing, OSCIENT shall only have the right to procure a Second Source Supplier in the event that the interruption arises with respect to a supply order quantity, which is less than or equal to [***] percent of the quantity anticipated by OSCIENT in the most recently updated forecast, immediately preceding the submission of the supply order. LGLS shall have the opportunity to resume its supply of API upon the elimination or resolution of the events causing the interruption; provided that, however, LGLS shall not resume its role as the exclusive supplier until OSCIENT is able to negotiate a termination of its purchase obligations with the Second Source Supplier; and provided further that OSCIENT shall use commercially reasonable efforts to enter into an agreement with a Second Source Supplier [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission. that allows for such termination of OSCIENT’s purchase obligations within [***] months of notice to the Second Source Supplier (provided that, Oscient shall not enter into an agreement with a Second Source Supplier that requires more than [***] months notice to terminate an agreement without LGLS’ prior consent, such consent not to be unreasonably withheld or delayed). LGLS shall be responsible for any expenses incurred in excess of the price set forth herein; provided, however, that LGLS shall not be responsible for such excess expenses to the extent that such interruption is due to the negligence or malfeasance of OSCIENT.

Supply Price. (iii) The supply price for API provided by LGLS to OSCIENT during the Remaining Period, shall be equal to [***] ** percent of LGLS’s Fully Burdened Cost of Manufacture for API supplied thereunder, which shall in no event [***] ** $[***] ** per kg [***] ** $[***] ** per kg. In addition, if total purchases by OSCIENT plus any other purchasers of bulk API is greater than [***] ** kg in any calendar year, the $[***] ** supply price shall be reduced by $[***] ** per kg for each additional [***] ** kg of API purchased in excess of [***] ** kg in such calendar year by OSCIENT plus any other purchasers; provided however, that in the event OSCIENT purchases more than [***] ** kg of API in any calendar year (the first such calendar year, the “Threshold Year”), OSCIENT shall pay LGLS $[***] ** per kg for all API purchased during such calendar year. Within thirty (30) days after the end of the Threshold Year, LGLS shall reimburse OSCIENT the difference between (a) the actual amount paid by OSCIENT for API purchased during such year and (b) $[***] ** per kg times the number of kg purchased for such year. After the Threshold Year, OSCIENT shall continue to pay $[***] ** per kg unless OSCIENT purchases less than [***] ** kg of API during any calendar year. In the event OSCIENT purchases less than [***] ** kg of API during such calendar year, OSCIENT shall pay LGLS the difference between (x) $[***] ** times the number of kg purchased and (y) the amount paid to LGLS for API purchased during such calendar year (i.e. $[***] ** times the number of kg purchased) within thirty (30) days after the end of such calendar year. In the event that there is an interruption in LGLS’s supply of API for any reason, which continues uncured for more than [***] ** days, then OSCIENT shall have the right to procure an alternative source of supply for the duration of the interruption (“Second Source Supplier”). Notwithstanding the foregoing, OSCIENT shall only have the right to procure a Second Source Supplier in the event that the interruption arises with respect to a supply order quantity, which is less than or equal to [***] ** percent of the quantity anticipated by OSCIENT in the most recently updated forecast, immediately preceding the submission of the supply order. LGLS shall have the opportunity to resume its supply of API upon the elimination or resolution of the events causing the interruption; provided that, however, LGLS shall not resume its role as the exclusive supplier until OSCIENT is able to negotiate a termination of its purchase obligations with the Second Source Supplier; and provided further that OSCIENT shall use commercially reasonable efforts to enter into an agreement with a Second Source Supplier [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission. that allows for such termination of OSCIENT’s purchase obligations within [***] ** months of notice to the Second Source Supplier (provided that, Oscient shall not enter into an agreement with a Second Source Supplier that requires more than [***] ** months notice to terminate an agreement without LGLS’ prior consent, such consent not to be unreasonably withheld or delayed). LGLS shall be responsible for any expenses incurred in excess of the price set forth herein; provided, however, that LGLS shall not be responsible for such excess expenses to the extent that such interruption is due to the negligence or malfeasance of OSCIENT. * Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

Supply Price. (iii) The supply price for API provided by LGLS to OSCIENT during the Remaining Period, shall be equal to [***] ** percent of LGLS’s Fully Burdened Cost of Manufacture for API supplied thereunder, which shall in no event [***] ** $[***] ** per kg [***] ** $[***] ** per kg. In addition, (i) if total purchases by OSCIENT plus any other purchasers of bulk API is greater than [***] ** kg in any calendar year, the $[***] ** supply price shall be reduced by $[***] ** per kg for each additional [***] ** kg of API purchased in excess of [***] ** kg in such calendar year by OSCIENT plus any other purchasers; provided however, that and (ii) the bulk supply price (including the ***** price) shall be renegotiated in good faith in the event that OSCIENT purchases more than [***] ** kg of API in any calendar year twelve (the first such calendar year, the “Threshold Year”), OSCIENT shall pay LGLS $[***] per kg for all API purchased during such calendar year. Within thirty (3012) days after the end of the Threshold Year, LGLS shall reimburse OSCIENT the difference between (a) the actual amount paid by OSCIENT for API purchased during such year and (b) $[***] per kg times the number of kg purchased for such year. After the Threshold Year, OSCIENT shall continue to pay $[***] per kg unless OSCIENT purchases less than [***] kg of API during any calendar year. In the event OSCIENT purchases less than [***] kg of API during such calendar year, OSCIENT shall pay LGLS the difference between (x) $[***] times the number of kg purchased and (y) the amount paid to LGLS for API purchased during such calendar year (i.e. $[***] times the number of kg purchased) within thirty (30) days after the end of such calendar yearmonth period. In the event that there is an interruption in LGLS’s supply * Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. of API for any reason, which continues uncured for more than [***] ** days, then OSCIENT shall have the right to procure an alternative source of supply for the duration of the interruption (“Second Source Supplier”). Notwithstanding the foregoing, OSCIENT shall only have the right to procure a Second Source Supplier in the event that the interruption arises with respect to a supply order quantity, which is less than or equal to [***] ** percent of the quantity anticipated by OSCIENT in the most recently updated forecast, immediately preceding the submission of the supply order. LGLS shall have the opportunity to resume its supply of API upon the elimination or resolution of the events causing the interruption; provided that, however, LGLS shall not resume its role as the exclusive supplier until OSCIENT is able to negotiate a termination of its purchase obligations with the Second Source Supplier; and provided further that OSCIENT shall use commercially reasonable efforts to enter into an agreement with a Second Source Supplier [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission. that allows for such termination of OSCIENT’s purchase obligations within [***] months of notice to the Second Source Supplier (provided that, Oscient shall not enter into an agreement with a Second Source Supplier that requires more than [***] months notice to terminate an agreement without LGLS’ prior consent, such consent not to be unreasonably withheld or delayed). LGLS shall be responsible for any expenses incurred in excess of the price set forth herein, including any expenses related to the termination of any agreement with the Second Source Supplier; provided, however, that LGLS shall not be responsible for such excess expenses to the extent that such interruption is due to the negligence or malfeasance of OSCIENT.

Supply Price. (iii) The supply price for API provided by LGLS to OSCIENT during the Remaining Period, shall be equal to [***] percent of LGLS’s Fully Burdened Cost of Manufacture for API supplied thereunder, which shall in no event [***] $[***] per kg [***] $[***] per kg. In addition, (i) if total purchases by OSCIENT plus any other purchasers of bulk API is greater than [***] kg in any calendar year, the $[***] supply price shall be reduced by $[***] per kg for each additional [***] kg of API purchased in excess of [***] kg in such calendar year by OSCIENT plus any other purchasers; provided however, that and (ii) the bulk supply price (including the [***] price) shall be renegotiated in good faith in the event that OSCIENT purchases more [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission. than [***] kg of API in any calendar year twelve (the first such calendar year, the “Threshold Year”), OSCIENT shall pay LGLS $[***] per kg for all API purchased during such calendar year. Within thirty (3012) days after the end of the Threshold Year, LGLS shall reimburse OSCIENT the difference between (a) the actual amount paid by OSCIENT for API purchased during such year and (b) $[***] per kg times the number of kg purchased for such year. After the Threshold Year, OSCIENT shall continue to pay $[***] per kg unless OSCIENT purchases less than [***] kg of API during any calendar year. In the event OSCIENT purchases less than [***] kg of API during such calendar year, OSCIENT shall pay LGLS the difference between (x) $[***] times the number of kg purchased and (y) the amount paid to LGLS for API purchased during such calendar year (i.e. $[***] times the number of kg purchased) within thirty (30) days after the end of such calendar yearmonth period. In the event that there is an interruption in LGLS’s supply of API for any reason, which continues uncured for more than [***] days, then OSCIENT shall have the right to procure an alternative source of supply for the duration of the interruption (“Second Source Supplier”). Notwithstanding the foregoing, OSCIENT shall only have the right to procure a Second Source Supplier in the event that the interruption arises with respect to a supply order quantity, which is less than or equal to [***] percent of the quantity anticipated by OSCIENT in the most recently updated forecast, immediately preceding the submission of the supply order. LGLS shall have the opportunity to resume its supply of API upon the elimination or resolution of the events causing the interruption; provided that, however, LGLS shall not resume its role as the exclusive supplier until OSCIENT is able to negotiate a termination of its purchase obligations with the Second Source Supplier; and provided further that OSCIENT shall use commercially reasonable efforts to enter into an agreement with a Second Source Supplier [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission. that allows for such termination of OSCIENT’s purchase obligations within [***] months of notice to the Second Source Supplier (provided that, Oscient shall not enter into an agreement with a Second Source Supplier that requires more than [***] months notice to terminate an agreement without LGLS’ prior consent, such consent not to be unreasonably withheld or delayed). LGLS shall be responsible for any expenses incurred in excess of the price set forth herein, including any expenses related to the termination of any agreement with the Second Source Supplier; provided, however, that LGLS shall not be responsible for such excess expenses to the extent that such interruption is due to the negligence or malfeasance of OSCIENT.