Common use of Failure to Supply Product Clause in Contracts

Failure to Supply Product. In the event that Arch fails to deliver at least [*] of the amount of any particular Product that Arch was obligated to deliver under Section 3.6 ordered pursuant to any particular Product Purchase Order in accordance with the terms of such Product Purchase Order, then, notwithstanding anything to the contrary, Codexis shall have the right to take any and all steps necessary to cover, at the sole cost and expense of Arch, any such shortfall in the supply of such Product and, at Codexis’ sole discretion, to modify any then-outstanding Product Purchase Orders without penalty. Notwithstanding and without limiting the foregoing, Arch acknowledges and agrees that: (a) any failure by Arch to deliver at least [*] of the amount of any particular Product ordered (i) pursuant to three (3) or more Product Purchase Orders in any period of twelve (12) consecutive months or (ii) pursuant to the aggregate of all Product Purchase Orders in any period of twelve (12) consecutive months, in accordance with the terms of such Product Purchase Orders, shall constitute a material breach of this Agreement by Arch with respect to such Product; (b) Codexis shall have the right, but not the obligation, in its sole discretion, to convert its exclusive purchase obligation (and Arch’s exclusive manufacturing right) set forth in Section 2.1 or 4.1, as applicable, with respect to such Product to a non-exclusive arrangement (but, for clarity, in such event, Arch’s supply obligation to Codexis pursuant to Sections 2.1 and/or 4.1, as applicable, shall remain exclusive); and (c) Codexis’ rights pursuant to this Section 3.5 shall not limit any other rights of Codexis under this Agreement with respect to a failure to supply by Arch which constitutes a material breach pursuant to paragraph (a) above, including without limitation, Codexis’ right to terminate this Agreement with respect to such Product pursuant to Section 15.2. The remedies set forth in this Section 3.5 shall be the exclusive remedies of Codexis with respect to Arch’s failure to supply Products.

Failure to Supply Product. In the event that Arch fails to deliver at least [*] of the amount of any particular Product that Arch was obligated to deliver under Section 3.6 2.4 ordered pursuant to any particular Product Purchase Order in accordance with the terms of such Product Purchase Order, then, notwithstanding anything to the contrary, Codexis India shall have the right to take any and all steps necessary to cover, at the sole cost and expense of Arch, any such shortfall in the supply of such Product and, at Codexis’ Codexis India’s sole discretion, to modify any then-outstanding Product Purchase Orders without penalty. Notwithstanding and without limiting the foregoing, Arch acknowledges and agrees that: (a) any failure by Arch to deliver at least [*] of the amount of any particular Product ordered (i) pursuant to three (3) or more Product Purchase Orders in any period of twelve (12) consecutive months or (ii) pursuant to the aggregate of all Product Purchase Orders in any period of twelve (12) consecutive months, in accordance with the terms of such Product Purchase Orders, shall constitute a material breach of this Agreement by Arch with respect to such Product; (b) Codexis India shall have the right, but not the obligation, in its sole discretion, to convert its exclusive purchase obligation (and Arch’s exclusive manufacturing right) set forth in Section 2.1 or 4.1, as applicable, 2.1.2 with respect to such Product to a non-exclusive arrangement (but, for clarity, in such event, Arch’s supply obligation to Codexis pursuant to Sections 2.1 and/or 4.1, as applicable, India set forth in Section 2.1.1 shall remain exclusive); and (c) Codexis’ Codexis India’s rights pursuant to this Section 3.5 2.3 shall not limit any other rights of Codexis India under this Agreement with respect to a failure to supply by Arch which constitutes a material breach pursuant to paragraph (a) above, including without limitation, Codexis’ Codexis India’s right to terminate this Agreement with respect to such Product pursuant to Section 15.29.2. The remedies set forth in this Section 3.5 2.3 shall be the exclusive remedies of Codexis India with respect to Arch’s failure to supply Products. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.