Toll Manufacturing. 1.1 BioAmber hereby agrees to retain the services of ARD for the production of succinic acid, either in technical grade or in polymer grade, as more fully described in this Agreement (respectively the “Technical Grade Product” and the “Polymer Grade Product”, or collectively the “Product”), at ARD’s succinic acid demonstration plant (“Demonstration Plant”), and located at Pomacle, France, adjacent to the Chamtor wheat mill, for a quantity of Product limited to the production capacity of such demonstration plant and according to the terms and conditions provided in this Agreement. It is understood between the Parties that at the Effective Date, and solely in order to establish the maximum production capacity of ARD, the Demonstration Plant has the following estimated capacities, based on the Product Specifications attached hereto as Schedule W and based on the actual process for the manufacture of the Products more fully described in the document entitled Process Diagram TG (attached hereto as Schedule X), being in possession of both parties; BioAmber recognizes that any change in the Product Specifications or in such Process Diagram TG (including resulting from the use of an anionic columns treatment unity or the recycling of mother liquor in nanofiltration) may reduce such production capacity of the Demonstration Plant: • [***] metric tons for Technical Grade Product, provided however the Demonstration Plant works [***] hours annually in [***] protocol mode only (“[***]”, it being, fermentation media based on [***]); • [***] metric tons for Technical Grade Product, provided however the Demonstration Plant works [***] hours annually in [***] protocol mode only (“[***]”, it being fermentation media based on [***]); • A certain number of metric tons for Polymer Grade Product, being the number of Technical Grade Product produced and used for producing Polymer Grade Product multiplied by a factor [***]. 1.2 ARD shall provide such services to BioAmber on an exclusive basis, and ARD agrees that, for the term of this Agreement, no other activity will be conducted at the Demonstration Plant without the prior written approval of BioAmber. The parties agree that during the term of this Agreement and during each of the Renewed Terms, BioAmber shall have the right, at its discretion, to perform research & development activities in the Demonstration Plant relating to its succinic acid products or other products, subject to any required regulatory authorizations, provided that (i) BioAmber may not perform such research & development activities during a period corresponding to more than 50% of the total time during which it is entitled to use the Demonstration Plant, and (ii) if such research & development activities are not permitted activities under the actual insurance policies covering the Demonstration Plant, BioAmber shall, prior to performing such activities, obtain the required insurance policies, at ARD’s satisfaction, acting reasonably. In the event that the Demonstration Plant is not operating at full capacity, ARD will have the ability to propose to a third-party manufacturing services in the Demonstration Plant to produce non-succinic acid related products, in order to reduce labor costs for BioAmber. Such third party manufacturing services shall be at BioAmber’s sole discretion and BioAmber shall be under no obligation to accept the production of non-succinic acid related products. For the avoidance of doubt, in the event that ARD does not find a third-party duly approved by BioAmber accepting to enter into a manufacturing contract in the Demonstration Plant to produce non-succinic acid related products, BioAmber shall have to pay to ARD the applicable labor costs listed in Appendix Z and fixed costs related to CO2 storage, Carbon filter rental, fork lift rental and rain water (as provided in Schedule Y) borne by ARD as provided in this Agreement resulting directly from the Demonstration Plant not operating at full capacity. BioAmber US shall also have the right to propose a third party for manufacturing services to reduce labor costs, subject to the approval of ARD; should ARD not give its approval, BioAmber shall have to pay ARD according to the provisions hereinabove.
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Toll Manufacturing. 1.1 BioAmber hereby agrees to retain the services of ARD for the production of succinic acid, either in technical grade or in polymer grade, as more fully described in this Agreement (respectively the “Technical Grade Product” and the “Polymer Grade Product”, or collectively the “Product”), at ARD’s succinic acid demonstration plant (“Demonstration Plant”), and located at Pomacle, France, adjacent to the Chamtor wheat mill, for a quantity of Product limited to the production capacity of such demonstration plant and according to the terms and conditions provided in this Agreement. It is understood between the Parties that at the Effective Date, and solely in order to establish the maximum production capacity of ARD, the Demonstration Plant has the following estimated capacities, based on the Product Specifications attached hereto as Schedule W and based on the actual process for the manufacture of the Products more fully described in the document entitled Process Diagram TG (attached hereto as Schedule X), being in possession of both parties; BioAmber recognizes that any change in the Product Specifications or in such Process Diagram TG (including resulting from the use of an anionic columns treatment unity or the recycling of mother liquor in nanofiltration) may reduce such production capacity of the Demonstration Plant: • [***] 2,000 metric tons for Technical Grade Product, provided however the Demonstration Plant works [***] 8,000 hours annually in [***] protocol mode only (“[***]”, it being, fermentation media based on [***]); ;
• [***] 1, 647 metric tons for Technical Grade Product, provided however the Demonstration Plant works [***] 8,000 hours annually in [***] protocol mode only (“[***]”, it being fermentation media based on [***]); • A certain number of metric tons for Polymer Grade Product, being the number of Technical Grade Product produced and used for producing Polymer Grade Product multiplied by a factor [***].
1.2 ARD shall provide such services to BioAmber on an exclusive basis, and ARD agrees that, for the term of this Agreement, no other activity will be conducted at the Demonstration Plant without the prior written approval of BioAmber. The parties agree that during the term of this Agreement and during each of the Renewed Terms, BioAmber shall have the right, at its discretion, to perform research & development activities in the Demonstration Plant relating to its succinic acid products or other products, subject to any required regulatory authorizations, provided that (i) BioAmber may not perform such research & development activities during a period corresponding to more than 50% of the total time during which it is entitled to use the Demonstration Plant, and (ii) if such research & development activities are not permitted activities under the actual insurance policies covering the Demonstration Plant, BioAmber shall, prior to performing such activities, obtain the required insurance policies, at ARD’s satisfaction, acting reasonably. In the event that the Demonstration Plant is not operating at full capacity, ARD will have the ability to propose to a third-party manufacturing services in the Demonstration Plant to produce non-succinic acid related products, in order to reduce labor costs for BioAmber. Such third party manufacturing services shall be at BioAmber’s sole discretion and BioAmber shall be under no obligation to accept the production of non-succinic acid related products. For the avoidance of doubt, in the event that ARD does not find a third-party duly approved by BioAmber accepting to enter into a manufacturing contract in the Demonstration Plant to produce non-succinic acid related products, BioAmber shall have to pay to ARD the applicable labor costs listed in Appendix Z and fixed costs related to CO2 storage, Carbon filter rental, fork lift rental and rain water (as provided in Schedule Y) borne by ARD as provided in this Agreement resulting directly from the Demonstration Plant not operating at full capacity. BioAmber US shall also have the right to propose a third party for manufacturing services to reduce labor costs, subject to the approval of ARD; should ARD not give its approval, BioAmber shall have to pay ARD according to the provisions hereinabove.
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