Common use of Failure to Supply Clause in Contracts

Failure to Supply. (i) In the event of any supply shortage due to the [*****] or other circumstances [*****], Kamada shall [*****] of the Product in other fields and territories [*****] to the last [*****] of aggregate sales of each such Party (until [*****] of the Effective Date, [*****] shall be used to determine [*****]’s allocation). (ii) If Kamada fails to supply, for whatever reason (excluding events [*****] addressed by Section 4.1(b) above) directly or through a third party, at least (A) [*****] of the aggregate purchase orders for Product that Kamada would be required to fill under this Agreement over a period of [*****] or (B) [*****] of the aggregate purchase orders for Product that Kamada would be required to fill under this Agreement over a period of [*****], and such failure to supply remains uncured (meaning Kamada has failed to fully deliver all Product ordered pursuant to binding firm purchase orders during the relevant period) for a period of [*****] or more consecutive days following the initial [*****] or [*****] period set forth above (a “Failure”), Kamada shall, [*****], use its Best Efforts to, as soon as reasonably practicable, [*****] that are Kamada’s responsibility. Further, upon the occurrence of a Failure, if any [*****]), Kamada shall also use its Best Efforts to [*****] to allow Xxxxxx to [*****] for the [*****] to the extent required to permit the [*****] implementation of the [*****]. In addition, Kamada shall reasonably assist Xxxxxx in the [*****] and shall make all necessary [*****]. Xxxxxx shall be relieved of its obligation under Section 6.4 for the duration of the Failure. [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission. (iii) If, following a Failure, Xxxxxx in good faith [*****] directly arising from the [*****] in accordance with Section 4.2(g)(ii) above (collectively, the [*****]), Xxxxxx shall provide Kamada from time to time with a written summary of the [*****] along with such supporting detail as may reasonably be requested in writing by Kamada. Until such time as [*****] has been [*****] for such [*****] shall be permitted (but not obligated) to [*****] under the License Agreement an amount equal to the [*****]. Kamada agrees to not unreasonably withhold, condition or delay its approval of [*****].

Failure to Supply. (i) In the event of any supply shortage due to the If NANOCOMPOSIX [*****] or other circumstances [*****], Kamada shall [*****] of the Product in other fields and territories Materials ordered pursuant to the terms of this Agreement, NANOCOMPOSIX will promptly notify SIENNA . If at any time during the term (a) such notice is received by SIENNA from NANOCOMPOSIX with respect to [***] of Materials ordered by SIENNA [***], (b) NANOCOMPOSIX makes any delivery of [***] Materials more than [***] ([***]) days later that the required delivery date, (c) NANOCOMPOSIX’s deliveries of [***] Materials ordered by SIENNA are late in aggregate by [***] ([***]) days or more in any [***] ([***]) day period, (d) upon [***] request by SIENNA [***], NANOCOMPOSIX fails to provide [***] of [***] to the last [***] to [***] as [***] of aggregate sales of each such Party (until [*****] of the Effective Date], or (e) NANOCOMPOSIX supplies [*****] shall be used Materials and fails to determine provide [*****]’s allocation). (ii) If Kamada fails to supply, for whatever reason (excluding events ] replacement Materials within [*****] addressed by Section 4.1(b) above) directly or through a third party, at least (A) [***]) days from notification of the defect, then, SIENNA in its sole discretion shall have the right to cancel [***] existing orders for the Materials [***] and/or to exercise SIENNA right on a going forward basis to obtain the Materials from third parties and/or manufacture the Materials itself. In this instance, NANOCOMPOSIX will provide the [***] and transfer [***] technology necessary for the manufacture of the aggregate Materials at a [***] purchase orders for Product that Kamada would price to be required agreed by the parties, such purchase price not to fill under this Agreement over a period exceed of [*****] or Dollars (B) $[*****] of the aggregate purchase orders for Product that Kamada would be required to fill under this Agreement over a period of ]), [*****], and NANOCOMPOSIX will grant to SIENNA and its Affiliates, and hereby grants to SIENNA and its Affiliates, effective immediately upon such failure to supply remains uncured (meaning Kamada has failed to fully deliver all Product ordered pursuant to binding firm purchase orders during the relevant period) for a period of [*****] or more consecutive days following the initial [*****] or [*****] period set forth above (a “Failure”), Kamada shallpayment, [*****], use its Best Efforts toa royalty-free, as soon as reasonably practicablefully-paid up, [*****] that are Kamada’s responsibility. Furtherexclusive license, upon with the occurrence right to sublicense pursuant to Section 3.2 of a Failurethe Agreement, if any [*****]), Kamada shall also use its Best Efforts to [*****] to allow Xxxxxx to [*****] for the [*****] under NANOCOMPOSIX’S rights to the extent required Materials, to permit the [*****] implementation of the [*****]. In additionmake, Kamada shall reasonably assist Xxxxxx have made, use, have used, sell, have sold, offer to sell, have offered for sale, import and have imported Licensed Products in the [*****] and shall make all necessary [*****]. Xxxxxx shall be relieved of its obligation under Section 6.4 for Field in the duration of the Failure. [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange CommissionTerritory. (iii) If, following a Failure, Xxxxxx in good faith [*****] directly arising from the [*****] in accordance with Section 4.2(g)(ii) above (collectively, the [*****]), Xxxxxx shall provide Kamada from time to time with a written summary of the [*****] along with such supporting detail as may reasonably be requested in writing by Kamada. Until such time as [*****] has been [*****] for such [*****] shall be permitted (but not obligated) to [*****] under the License Agreement an amount equal to the [*****]. Kamada agrees to not unreasonably withhold, condition or delay its approval of [*****].

Failure to Supply. In the event that it becomes apparent to Kamada that it will be unable to fulfill any purchase order for the Product placed by Chiesi hereunder and approved by Kamada in accordance with Sections 4.2(b) or 4.2(c) above, then Kamada shall, promptly after learning of such event or circumstances, notify Chiesi in writing of Kamada’s inability to meet such requirements for the Product, along with a reasonable explanation of the reason for Kamada’s failure to supply the Product and with a specific indication of the amount of such shortfall in manufacture of the Product and anticipated timing of delivery. Promptly after Chiesi’s receipt of any such notice, the Parties shall agree upon mutually acceptable revised quantities and delivery dates with respect to the Product subject to such purchase order. Notwithstanding the foregoing, in the event that (i) In Chiesi runs out of stock of the event Product as a consequence of any shortage, failure or delay in the supply shortage due to the [*****] by Kamada of purchase orders placed by Chiesi and approved by Kamada in accordance with Sections 4.2(b) or other circumstances [*****]4.2(c) above, Kamada shall except if such shortage, failure or delay is caused as a result of any events of Force Majeure), and (ii) such shortfall exceeds more than [*****] of the Product aggregate approved purchase orders in other fields and territories the previous [*****] months period (provided however that Kamada supplies Chiesi at least the Minimum Purchase Levels in each relevant calendar year), than Chiesi shall be entitled to the last an indemnification payment equal to [*****] of aggregate sales of each provided such Party (until [*****] can be proven by written evidence. Kamada, in relying on the above Force Majeure exceptions, shall provide reasonably detailed particulars of the Effective Datereasons underlying any such Force Majeure events to Chiesi and shall allocate its existing stocks of the Product between Chiesi and other Kamada’s distributors, on a pro-rata basis, based upon market share and order volumes for the prior twelve-month period. For the purpose of this Section 4.2(e), [*****] shall be used to determine calculated as the [*****]’s allocation). (iia) If Kamada fails to supply, for whatever reason (excluding events the relevant [*****] addressed by Section 4.1(band (b) above) directly or through a third party, at least (A) the applicable [*****] of the aggregate purchase orders for Product that Kamada would be required to fill under this Agreement over a period of calculated as [*****] or (B) and [*****] of is the aggregate purchase orders for Product that Kamada would be required [*****] is unable to fill under this Agreement over [*****] a period result of [*****], and such failure to supply remains uncured (meaning Kamada has failed to fully deliver all Product ordered pursuant to binding firm purchase orders during the relevant period) for a period of [*****] or more consecutive days following the initial [*****] or [*****] period set forth above (a “Failure”), Kamada shall, [*****], use its Best Efforts to, as soon as reasonably practicable, [*****] that are Kamada’s responsibility. Further, upon the occurrence of a Failure, if any [*****]), Kamada shall also use its Best Efforts to [*****] to allow Xxxxxx to [*****] for in accordance with the [*****] to the extent required to permit the Kamada in accordance with [*****] implementation of above. Without prejudice to the [*****]. In additionforegoing, Kamada shall reasonably assist Xxxxxx Chiesi may elect to treat Kamada’s inability to supply the Product in the [*****] and shall make all necessary [*****]. Xxxxxx shall be relieved circumstances set forth above as a material breach of its obligation under this Agreement pursuant to Section 6.4 14.2 below, unless Kamada supplied Chiesi at least the Minimum Purchase Levels for the duration of the Failuresuch year. [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission. (iii) If, following a Failure, Xxxxxx in good faith [*****] directly arising from the [*****] in accordance with Section 4.2(g)(ii) above (collectively, the [*****]), Xxxxxx shall provide Kamada from time to time with a written summary of the [*****] along with such supporting detail as may reasonably be requested in writing by Kamada. Until such time as [*****] has been [*****] for such [*****] shall be permitted (but not obligated) to [*****] under the License Agreement an amount equal to the [*****]. Kamada agrees to not unreasonably withhold, condition or delay its approval of [*****].