Common use of Inventory Management Clause in Contracts

Inventory Management. (a) Supplier shall work with each Distributor to assure that adequate levels of inventory are maintained at each Distributor's warehouses as specified by Distributor and/or Buyer from time to time during the Term. In connection with the foregoing, Supplier shall take all action that may be necessary to avoid foreseen inventory shortages (for example, shipping additional Product by air express freight when Supplier ships fewer Cases of Product than were ordered by a Distributor). Any additional cost or expense in connection with such required actions shall be borne by the party substantially responsible for such foreseen shortage. Regardless of whether the party substantially responsible for such foreseen shortage has been finally determined, Supplier shall not delay, postpone or fail to take any such required action pending a determination of responsibility. (b) Buyer shall require each Distributor to meet at least the following standards with respect to lead times, order minimums and change orders. Each order from a Distributor, (which shall consist of one or more full truckloads, except in the case of shipments to distribution centers where LTL shipments are permitted by this Agreement) shall be manufactured, shipped and received at the applicable distribution center within fourteen (14) days from the date that such order was received by Supplier. In addition, Supplier shall not be required to process change orders: (1) otherwise required hereunder if the practical effect of such change orders would result in the circumvention of the normal lead time standards established hereunder and Supplier promptly notifies Buyer of the circumstances surrounding such change orders; or (2) received from a Distributor upon less than seven (7) days notice; provided, however, that Supplier shall use its commercially reasonable best efforts, consistent with its production schedules and plant capacities, to accommodate change orders received with less than seven (7) days notice. Supplier shall also meet the standards of each Distributor as set forth on Schedule 2.6, or as otherwise reasonably agreed-to between Distributor and Supplier, relating to: (1) Product shelf-life; (2) outside packaging and labeling; (3) hold harmless agreements; and (4) insurance, additional insureds and the provision of certificates of insurance.

Inventory Management. (a) 11.1 Supplier shall work with each Distributor follow adequate procedures for the proper control of Dot Hill inventory. Record keeping shall include, but not be limited to, the maintenance of accurate, updated records of the Dot Hill inventory and the use of an inventory tracking system that measures physical inventories, cycle counting, and other adjustments to assure that adequate levels of maintain accuracy. 11.2 Cycle count results shall be reported by Supplier to Dot Hill within two (2) working days after Dot Hill's initial request. 11.3 Supplier shall be responsible for all Dot Hill owned Product inventory are maintained at each Distributorvariances in Suppliers' possession. If Supplier is unable to reconcile any inventory variance for Products in Supplier's warehouses as specified by Distributor and/or Buyer from time to time during the Term. In connection with the foregoingpossession, Supplier shall take all action that may be necessary to avoid foreseen liable for the unaccounted inventory shortages and will: (i) provide Dot Hill a like unit or, (ii) upon Dot Hill's agreement, give Dot Hill full credit for exampleDot Hill's replacement cost of the missing item within thirty (30) days after discovery of the variance. 11.4 Supplier shall be responsible and bear the risk of loss for any test equipment, shipping additional Product system hardware, and/or bailed materials provided by air express freight when Supplier ships fewer Cases Dot Hill in support of Product than were ordered by a Distributor)repair. Any additional cost or expense If Supplier is unable to reconcile any variance in connection with such required actions shall be borne by the party substantially responsible for such foreseen shortage. Regardless of whether the party substantially responsible for such foreseen shortage has been finally determinedequipment and/or material, Supplier shall not delay, postpone or fail to take any such required action pending be liable for the unaccounted equipment and will provide Dot Hill a determination full credit for Dot Hill's replacement cost of responsibility. the missing item within thirty (b) Buyer shall require each Distributor to meet at least the following standards with respect to lead times, order minimums and change orders. Each order from a Distributor, (which shall consist of one or more full truckloads, except in the case of shipments to distribution centers where LTL shipments are permitted by this Agreement) shall be manufactured, shipped and received at the applicable distribution center within fourteen (1430) days from the date that such order was received by Supplier. In addition, Supplier shall not be required to process change orders: (1) otherwise required hereunder if the practical effect of such change orders would result in the circumvention after discovery of the normal lead time standards established hereunder and Supplier promptly notifies Buyer of the circumstances surrounding such change orders; or (2) received from a Distributor upon less than seven (7) days notice; provided, however, that variance. Supplier shall use its commercially reasonable best efforts, consistent efforts to provide Dot Hill with a list of all its production schedules and plant capacities, requirements for equipment unique to accommodate change orders received with less than seven Dot Hill's Products ninety (790) days noticeprior to initiating Product repair support. Supplier shall also meet the standards of each Distributor as set forth on Schedule 2.6Solectron Global Services 000 X. Xxxxxxxx Xxxx. Xxxxxxxx, or as otherwise reasonably agreed-to between Distributor and Supplier, relating toXX 00000 Contact: Dot Hill Program Manager Fax: (1000) Product shelf000-life; (2) outside packaging and labeling; (3) hold harmless agreements; and (4) insurance0000 37 Exhibit B-3 NTF Charges The NTF per unit charge is: U.S. $[...***...] per unit. [...***...] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, additional insureds and the provision MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 38 Exhibit B-4 Out of certificates of insuranceWarranty Repair [...***...] [...***...] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Inventory Management. After Medtronic commences manufacture and supply of ISRs beyond the Limited 1.0 Supply, UT will provide Medtronic, on a monthly basis, a rolling twelve-month estimate of the anticipated monthly sales of the ISRs (a) Supplier “Forecast”). The first six months of the currently-effective rolling 12-month forecast shall work with each Distributor be binding on the Parties and is referred to assure that adequate levels as the “Frozen Period”, and Medtronic’s distribution center may hold ISR inventory equaling up to the prior four weeks of inventory are maintained at each Distributor's warehouses average units sold (the “On-hand Inventory”). Medtronic shall sell ISRs, Accessories and System components on a first-in, first-out basis, and shall keep UT informed as specified by Distributor and/or Buyer from time to time during the Termexpiration dates of all such items. In connection with Notwithstanding the foregoing, Supplier shall take all action that may be necessary to avoid foreseen inventory shortages the Parties anticipate a potential supply gap in the availability of ISRs between the distribution of the final Version 1.0 ISR and Approval and distribution of fully remediated next-generation ISR (for examplei.e., shipping additional Product by air express freight when Supplier ships fewer Cases of Product than were ordered by a Distributorthe SynchroMed Plus-based ISR) (the “Supply Gap”). Any additional cost Failure of Medtronic to supply any ISRs during the Supply Gap, whether or expense not reflected in connection with such required actions shall be borne by the party substantially responsible for such foreseen shortage. Regardless of whether the party substantially responsible for such foreseen shortage has been finally determinedFrozen Period or Forecast, Supplier shall not delaybe a violation of this Agreement, postpone or fail including but not limited to take any such required action pending Medtronic’s obligations under Section 2.2(a)(iii), and no Party shall have the right to terminate this Agreement as a determination of responsibility. (b) Buyer shall require each Distributor to meet at least the following standards with respect to lead times, order minimums and change ordersresult thereof. Each order calendar year (the “Subject Year”), UT shall pay to Medtronic an annual inventory fee (the “Annual Inventory Fee”) for the aggregate Expired ISRs in the Subject Year. The Annual Inventory Fee for each Expired ISR will be calculated as follows: a) For the Version 1.0 ISR, either: i) In the case of Expired ISRs that are part of the Limited 1.0 Supply of up to 400 Systems, which expire as a result of Medtronic being prohibited from selling the ISR due to regulatory or legal prohibitions, such as a Distributorconsent decree, the annual Inventory Fee for each Expired ISR shall equal Medtronic’s cost of goods sold, as reflected on Schedule 2.3; ii) For all other Expired ISRs that are Version 1.0 ISRs, the Annual Inventory Fee for each Expired ISR will equal the ISR ASP (which shall consist as defined below) for the applicable ISR, Accessory, or component of one or more full truckloadsthe System in effect during such Subject Year plus, except in the case of shipments to distribution centers where LTL shipments are permitted by this Agreementthe Additional 1.0 Supply only, the Additional 1.0 Supply Costs (as defined below); and b) shall be manufacturedFor any next-generation ISR beyond the Version 1.0 ISR, shipped and received at 50% of the ISR ASP for the applicable distribution center within fourteen (14) days from the date that such order was received by Supplier. In additionISR, Supplier shall not be required to process change orders: (1) otherwise required hereunder if the practical effect of such change orders would result in the circumvention Accessory, or component of the normal lead time standards established hereunder and Supplier promptly notifies Buyer of the circumstances surrounding System in effect during such change orders; or (2) received from a Distributor upon less than seven (7) days notice; provided, however, that Supplier shall use its commercially reasonable best efforts, consistent with its production schedules and plant capacities, to accommodate change orders received with less than seven (7) days notice. Supplier shall also meet the standards of each Distributor as set forth on Schedule 2.6, or as otherwise reasonably agreed-to between Distributor and Supplier, relating to: (1) Product shelf-life; (2) outside packaging and labeling; (3) hold harmless agreements; and (4) insurance, additional insureds and the provision of certificates of insuranceSubject Year.

Inventory Management. For so long as Gen-Probe is providing the warehousing support services described under Section 6.4.4, the following additional provisions shall apply: (a) Supplier shall work with each Distributor Gen-Probe will provide necessary staff support to assure that adequate levels Chiron, such staff to be responsible, as described below, for inventory management and shipping of inventory are maintained at each DistributorBlood Screening Assays from Gen-Probe's warehouses San Diego facilities as specified by Distributor and/or Buyer from required under this Agreement. As of the Amendment Effective Date, such necessary staff is estimated to be [***] employees. Changes in the number of full-time to time during the Term. In connection with the foregoing, Supplier shall take all action that may be equivalent employees necessary to avoid foreseen support inventory shortages (for examplemanagement shall have no effect on this Agreement, shipping additional Product by air express freight when Supplier ships fewer Cases but Gen-Probe will give Chiron reasonable notice of Product than were ordered by a Distributor). Any additional cost or expense in connection with such required actions shall be borne by the party substantially responsible for such foreseen shortage. Regardless of whether the party substantially responsible for such foreseen shortage has been finally determined, Supplier shall not delay, postpone or fail to take any such required action pending a determination of responsibilitychanges. (b) Buyer shall require each Distributor to meet at least Gen-Probe shall, through the services of the support staff designated under Section 6.4.5(a) above, provide the following standards services to Chiron: (i) Inventory management of all inventory, including reagents, Blood Screening Instruments and parts, packing and shipping materials, etc.; (ii) Packing of kitted components, including verification of all kitted components to work order, transfer of kitted components into shipping containers, application of dry ice, gel packs, etc. as required and final assembly and quality control of shipping containers; (iii) Arrangement of and handling transfer to freight forwarders of all shipments of reagents, ancillaries (TTU, TTC, sealing cards, etc.) and Blood Screening Instruments, using Chiron's carrier accounts for freight charges; (iv) Entry of all appropriate system transactions to process shipments, including material issue transactions, printing and application of shipping labels and packing slips; (v) Completion of shipping paperwork, including freight bills and/or SLI's, dangerous goods forms and maintenance of records; and (vi) Interaction with carriers, including pre-arranging pick-ups, faxing of paperwork to carriers and Chiron to reserve appropriate space on flights, loading carrier upon arrival, forwarding all paperwork to appropriate finance and record-keeping personnel, performing any post-shipment follow-up to ensure timely delivery, informing interested parties of results, and investigating any post-shipment problems such as flight delays, orders canceled prior to pick-up, product returns, etc. (c) Gen-Probe will be responsible for arranging direct shipments to Customers located in the United States. With respect to lead timesshipments outside the United States, order minimums and change ordersGen-Probe shall only be responsible for arranging shipments to Chiron's primary foreign distribution points (where such Chiron distribution points exist), not to exceed one such distribution point per country. (d) When Chiron desires that Blood Screening Assays be shipped to a Customer out of Chiron's inventory held by Gen-Probe under Section 6.4.4, Chiron will provide Gen-Probe with a shipping request. Each order from a Distributor, (which shall consist of one or more full truckloads, except in the case of shipments to distribution centers where LTL shipments are permitted by this Agreement) shipping request shall be manufactured, shipped in writing and received in a form mutually agreeable to Chiron and Gen-Probe. Gen-Probe will use Commercially Reasonable Efforts to ship Blood Screening Assays so that the Blood Screening Assays will arrive at the applicable distribution center within fourteen (14) days from designated Customer location by the delivery date that set forth in such order was received by Supplierrequest, at Chiron's expense. In additionGen-Probe will give special attention to emergency orders, Supplier but shall not be required in breach of such obligation if Gen-Probe has used Commercially Reasonable Efforts to process change expedite shipment for such emergency orders: . (e) Chiron shall pay to Gen-Probe a monthly fee of [***] for the warehousing services rendered by Gen-Probe pursuant to Section 6.4.4 and the inventory management services described in this Section 6.4.5. Gen-Probe shall have the right to invoice Chiron, and payment to Chiron will be due on the fifth (5th) day of each month. Gen-Probe shall have the right to increase such monthly fee once in each twelve (12) month period, provided, that (i) the increase for the period January 1 through December 31, 2002 shall not exceed an amount equal to [***] multiplied by a fraction (1) otherwise required hereunder if the practical effect numerator of such change orders would result which is the index number in the circumvention Consumer Price Index for the Standard Metropolitan Statistical Area (or equivalent) that then includes San Diego, California, as published by the U.S. Department of the normal lead time standards established hereunder Labor or other authoritative federal government agency, for October 1, 2001 and Supplier promptly notifies Buyer of the circumstances surrounding such change orders; or (2) received from a Distributor upon less than seven (7) days notice; providedthe denominator of which is said index number for October 1, however, that Supplier shall use its commercially reasonable best efforts, consistent with its production schedules and plant capacities, to accommodate change orders received with less than seven (7) days notice. Supplier shall also meet the standards of each Distributor as set forth on Schedule 2.6, or as otherwise reasonably agreed-to between Distributor and Supplier, relating to: (1) Product shelf-life; (2) outside packaging and labeling; (3) hold harmless agreements; 2000 and (4ii) insuranceincreases in such monthly fees for periods subsequent to December 31, additional insureds and 2002 shall be limited in this same fashion. Payments that are past-due under this Section shall bear a late payment charge at the lesser of the London Interbank Offered Rate (LIBOR) or the highest rate permitted by applicable law." (f) Promptly following any termination of the provision of certificates warehousing support services described under Section 6.4.4, the parties will meet to consider the reduced inventory management, packing and shipping needs of insuranceChiron, and amend this Section 6.4.5 accordingly."

Inventory Management. (a) Supplier shall work with each Distributor to assure that adequate levels of inventory are maintained at each Distributor's warehouses as specified by Distributor and/or Buyer from time to time during the Term. In connection with the foregoing, Supplier shall take all action that may be necessary to avoid foreseen inventory shortages (for example, shipping additional Product by air express freight when Supplier ships fewer Cases of Product than were ordered by a Distributor). Any additional cost or expense in connection with such required actions shall be borne by the party substantially responsible for such foreseen shortage. Regardless of whether the party substantially responsible for such foreseen shortage has been finally determined, Supplier shall not delay, postpone or fail to take any such required action pending a determination of responsibility. (b) Buyer shall require each Distributor to meet at least the following standards with respect to lead times, order minimums and change orders. Each order from a Distributor, (which shall consist of one or more full truckloads, except in the case of shipments to distribution centers where LTL shipments are permitted by this Agreement) shall be manufactured, shipped and received at the applicable - 8 - EXECUTION COPY <PAGE> distribution center within fourteen (14) days from the date that such order was received by Supplier. In addition, Supplier shall not be required to process change orders: (1) otherwise required hereunder if the practical effect of such change orders would result in the circumvention of the normal lead time standards established hereunder and Supplier promptly notifies Buyer of the circumstances surrounding such change orders; or (2) received from a Distributor upon less than seven (7) days notice; provided, however, that Supplier shall use its commercially reasonable best efforts, consistent with its production schedules and plant capacities, to accommodate change orders received with less than seven (7) days notice. Supplier shall also meet the standards of each Distributor as set forth on Schedule 2.6, or as otherwise reasonably agreed-to between Distributor and Supplier, relating to: (1) Product shelf-life; (2) outside packaging and labeling; (3) hold harmless agreements; and (4) insurance, additional insureds and the provision of certificates of insurance. 3. Pricing and Periodic Updates, Reconciliation and Adjustments.

Inventory Management. For so long as Gen-Probe is providing the warehousing support services described under Section 6.4.4, the following additional provisions shall apply: (a) Supplier shall work with each Distributor Gen-Probe will provide necessary staff support to assure that adequate levels Chiron, such staff to be responsible, as described below, for inventory management and shipping of inventory are maintained at each DistributorBlood Screening Assays from Gen-Probe's warehouses San Diego facilities as specified by Distributor and/or Buyer from required under this Agreement. As of the Amendment Effective Date, such necessary staff is estimated to be [***] employees. Changes in the number of full-time to time during the Term. In connection with the foregoing, Supplier shall take all action that may be equivalent employees necessary to avoid foreseen support inventory shortages (for examplemanagement shall have no effect on this Agreement, shipping additional Product by air express freight when Supplier ships fewer Cases but Gen-Probe will give Chiron reasonable notice of Product than were ordered by a Distributor). Any additional cost or expense in connection with such required actions shall be borne by the party substantially responsible for such foreseen shortage. Regardless of whether the party substantially responsible for such foreseen shortage has been finally determined, Supplier shall not delay, postpone or fail to take any such required action pending a determination of responsibilitychanges. (b) Buyer shall require each Distributor to meet at least Gen-Probe shall, through the services of the support staff designated under Section 6.4.5(a) above, provide the following standards services to Chiron: (i) Inventory management of all inventory, including reagents, Blood Screening Instruments and parts, packing and shipping materials, etc.; (ii) Packing of kitted components, including verification of all kitted components to work order, transfer of kitted components into shipping containers, application of dry ice, gel packs, etc. as required and final assembly and quality control of shipping containers; ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to lead timesthe omitted portions. (iii) Arrangement of and handling transfer to freight forwarders of all shipments of reagents, order minimums ancillaries (TTU, TTC, sealing cards, etc.) and change ordersBlood Screening Instruments, using Chiron's carrier accounts for freight charges; (iv) Entry of all appropriate system transactions to process shipments, including material issue transactions, printing and application of shipping labels and packing slips; (v) Completion of shipping paperwork, including freight bills and/or SLI's, dangerous goods forms and maintenance of records; and (vi) Interaction with carriers, including pre-arranging pick-ups, faxing of paperwork to carriers and Chiron to reserve appropriate space on flights, loading carrier upon arrival, forwarding all paperwork to appropriate finance and record-keeping personnel, performing any post-shipment follow-up to ensure timely delivery, informing interested parties of results, and investigating any post-shipment problems such as flight delays, orders canceled prior to pick-up, product returns, etc. (c) Gen-Probe will be responsible for arranging direct shipments to Customers located in the United States. With respect to shipments outside the United States, Gen-Probe shall only be responsible for arranging shipments to Chiron's primary foreign distribution points (where such Chiron distribution points exist), not to exceed one such distribution point per country. (d) When Chiron desires that Blood Screening Assays be shipped to a Customer out of Chiron's inventory held by Gen-Probe under Section 6.4.4, Chiron will provide Gen-Probe with a shipping request. Each order from a Distributor, (which shall consist of one or more full truckloads, except in the case of shipments to distribution centers where LTL shipments are permitted by this Agreement) shipping request shall be manufactured, shipped in writing and received in a form mutually agreeable to Chiron and Gen-Probe. Gen-Probe will use Commercially Reasonable Efforts to ship Blood Screening Assays so that the Blood Screening Assays will arrive at the applicable distribution center within fourteen (14) days from designated Customer location by the delivery date that set forth in such order was received by Supplierrequest, at Chiron's expense. In additionGen-Probe will give special attention to emergency orders, Supplier but shall not be required in breach of such obligation if Gen-Probe has used Commercially Reasonable Efforts to process change expedite shipment for such emergency orders: . (e) Chiron shall pay to Gen-Probe a monthly fee of [***] for the warehousing services rendered by Gen-Probe pursuant to Section 6.4.4 and the inventory management services described in this Section 6.4.5. Gen-Probe shall have the right to invoice Chiron, and payment to Chiron will be due on the fifth (5th) day of each month. Gen-Probe shall have the right to increase such monthly fee once in each twelve month period, provided, that (i) the increase for the period January 1 through December 31, 2002 shall not exceed an amount equal to [***] multiplied by a fraction (1) otherwise required hereunder if the practical effect numerator of such change orders would result which is the index number in the circumvention Consumer Price Index for the Standard Metropolitan Statistical Area (or equivalent) that then includes San Diego, California, as published by the U.S. Department of the normal lead time standards established hereunder Labor or other authoritative federal government agency, for October 1, 2001 and Supplier promptly notifies Buyer of the circumstances surrounding such change orders; or (2) received from a Distributor upon less than seven (7) days notice; providedthe denominator of which is said index number for October 1, however, that Supplier shall use its commercially reasonable best efforts, consistent with its production schedules and plant capacities, to accommodate change orders received with less than seven (7) days notice. Supplier shall also meet the standards of each Distributor as set forth on Schedule 2.6, or as otherwise reasonably agreed-to between Distributor and Supplier, relating to: (1) Product shelf-life; (2) outside packaging and labeling; (3) hold harmless agreements; 2001 and (4ii) insuranceincreases in such monthly fees for periods subsequent to December 31, additional insureds 2002 shall be limited in this same fashion. Payments that are past-due under this Section shall bear a late payment charge at the lesser of the London Interbank Offered Rate (LIBOR) or the highest rate permitted by applicable law." (f) Promptly following any termination of the provisions of warehousing support services described under Section 6.4.4, the parties will meet to consider the reduced inventory management, packing and shipping needs of Chiron, and amend this Section 6.4.5 accordingly." ***Certain information on this page has been omitted and filed separately with the provision of certificates of insuranceCommission. Confidential treatment has been requested with respect to the omitted portions.

Inventory Management. (a) Supplier Until distributed and sold by Seller or its applicable Affiliate in accordance with Section 2.10.1 or delivered to Buyer in accordance with Section 2.10.3(b), Seller or its applicable Affiliates shall work store (or cause its applicable Third Party contractor to store) the Purchased Inventory on behalf and for the benefit of Buyer. Risk of loss with each Distributor respect to assure that adequate levels of inventory are maintained at each Distributor's warehouses as specified by Distributor and/or Buyer from time to time during the Term. In connection such Purchased Inventory shall remain with the foregoing, Supplier shall take all action that may be necessary to avoid foreseen inventory shortages (for example, shipping additional Product by air express freight when Supplier ships fewer Cases of Product than were ordered by a Distributor). Any additional cost or expense in connection with such required actions shall be borne by the party substantially responsible for such foreseen shortage. Regardless of whether the party substantially responsible for such foreseen shortage has been finally determined, Supplier shall not delay, postpone or fail to take any such required action pending a determination of responsibilityBuyer. (b) Within five Business Days following the end of the Transition Period, Seller shall make available any remaining quantities of Finished Product held for sale in the Territory in Seller’s or its Affiliates’ possession or control [***]. Buyer shall require pay to Seller in accordance with Article 4 the aggregate Supply Price for any such remaining quantities of Finished Product. (c) At the expiration or earlier termination of the Initial Transition Period, subject to obtaining all necessary Consents of Third Parties, Seller shall assign, transfer, convey and deliver to Buyer each Distributor of the Contracts identified on Schedule 2.10.3(c) to meet at least the extent relating to the Products and the Territory (the “Manufacturing Contracts”), and Buyer shall accept such Manufacturing Contracts from Seller and assume and pay and discharge when due all Liabilities under each such Manufacturing Contract, in each case to the extent relating to the Products and the Territory and arising following standards with respect the expiration or earlier termination of the Initial Transition Period or for orders of Products for the Territory placed prior to lead timesthe expiration or earlier termination of the Initial Transition Period and to be fulfilled by the applicable Third Party after the expiration or earlier termination of the Initial Transition Period. In the event the Consent of a Third Party is required in order to so assign, order minimums and change orders. Each order from transfer, convey or deliver a DistributorManufacturing Contract, (which Section 5.2.2 of the Asset Purchase Agreement shall consist of one or more full truckloadsapply to such Manufacturing Contract mutatis mutandis; provided that, except notwithstanding anything to the contrary in the case of shipments Asset Purchase Agreement, if Seller does not deliver at Closing any Third Party consent required to distribution centers where LTL shipments are permitted by this Agreement) shall assign the Manufacturing Contracts to Buyer (with such consents providing for a delayed assignment to be manufactured, shipped and received effective at the applicable distribution center within fourteen (14) days from end of the date that such order was received by Supplier. In additionInitial Transition Period), Supplier shall not be then Seller shall, at its sole cost and expense, take all actions required to process change orders: (1) otherwise required hereunder if obtain any such consent prior to the practical effect of such change orders would result in the circumvention expiration or earlier termination of the normal lead time standards established hereunder and Supplier promptly notifies Buyer of the circumstances surrounding such change orders; or (2) received from a Distributor upon less than seven (7) days notice; provided, however, that Supplier shall use its commercially reasonable best efforts, consistent with its production schedules and plant capacities, to accommodate change orders received with less than seven (7) days noticeInitial Transition Period. Supplier shall also meet the standards of each Distributor as set forth on Schedule 2.6, or as otherwise reasonably agreed-to between Distributor and Supplier, relating to: (1) Product shelf-life; (2) outside packaging and labeling; (3) hold harmless agreements; and (4) insurance, additional insureds and the provision of certificates of insurance.[***]

Inventory Management. After Medtronic commences manufacture and supply of ISRs beyond the Limited 1.0 Supply, UT will provide Medtronic, on a monthly basis, a rolling twelve-month estimate of the anticipated monthly sales of the ISRs (a) Supplier “Forecast”). The first six months of the currently-effective rolling 12-month forecast shall work with each Distributor be binding on the Parties and is referred to assure that adequate levels as the “Frozen Period”, and Medtronic’s distribution center may hold ISR inventory equaling up to the prior four weeks of inventory are maintained at each Distributor's warehouses average units sold (the “On-hand Inventory”). Medtronic shall sell ISRs, Accessories and System components on a first-in, first-out basis, and shall keep UT informed as specified by Distributor and/or Buyer from time to time during the Termexpiration dates of all such items. In connection with Notwithstanding the foregoing, Supplier shall take all action that may be necessary to avoid foreseen inventory shortages the Parties anticipate a potential supply gap in the availability of ISRs between the distribution of the final Version 1.0 ISR and Approval and distribution of fully remediated next-generation ISR (for examplei.e., shipping additional Product by air express freight when Supplier ships fewer Cases of Product than were ordered by a Distributorthe SynchroMed Plus-based ISR) (the “Supply Gap”). Any additional cost Failure of Medtronic to supply any ISRs during the Supply Gap, whether or expense not reflected in connection with such required actions shall be borne by the party substantially responsible for such foreseen shortage. Regardless of whether the party substantially responsible for such foreseen shortage has been finally determinedFrozen Period or Forecast, Supplier shall not delaybe a violation of this Agreement, postpone or fail including but not limited to take any such required action pending Medtronic’s obligations under Section 2.2(a)(iii), and no Party shall have the right to terminate this Agreement as a determination of responsibility. (b) Buyer shall require each Distributor to meet at least the following standards with respect to lead times, order minimums and change ordersresult thereof. Each order calendar year (the “Subject Year”), UT shall pay to Medtronic an annual inventory fee (the “Annual Inventory Fee”) for the aggregate Expired ISRs in the Subject Year. The Annual Inventory Fee for each Expired ISR will be calculated as follows: a) For the Version 1.0 ISR, either: i) In the case of Expired ISRs that are part of the Limited 1.0 Supply of up to 400 Systems, which expire as a result of Medtronic being prohibited from selling the ISR due to regulatory or legal prohibitions, such as a Distributorconsent decree, the annual Inventory Fee for each Expired ISR shall equal Medtronic’s cost of goods sold, as reflected on Schedule 2.3; ii) For all other Expired ISRs that are Version 1.0 ISRs, the Annual Inventory Fee for each Expired ISR will equal the ISR ASP (which shall consist as defined below) for the applicable ISR, Accessory, or component of one or more full truckloadsthe System in effect during such Subject Year plus, except in the case of shipments to distribution centers where LTL shipments are permitted by this Agreementthe Additional 1.0 Supply only, the Additional 1.0 Supply Costs (as defined below); and b) shall be manufacturedFor any next-generation ISR beyond the Version 1.0 ISR, shipped and received at 50% of the ISR ASP for the applicable distribution center within fourteen (14) days from the date that such order was received by Supplier. In additionISR, Supplier shall not be required to process change orders: (1) otherwise required hereunder if the practical effect of such change orders would result in the circumvention Accessory, or component of the normal lead time standards established hereunder and Supplier promptly notifies Buyer System in effect during such Subject Year. The “ISR ASP” is intended to reflect the selling price of the circumstances surrounding such change orders; relevant ISR, Accessory or (2) received from a Distributor upon less than seven (7) days notice; providedcomponent of the System, however, that Supplier which shall use its commercially reasonable best efforts, consistent with its production schedules and plant capacities, to accommodate change orders received with less than seven (7) days notice. Supplier shall also meet initially be the standards of each Distributor as prices set forth on Schedule 2.62.3. For each Subject Year, Medtronic may, upon thirty (30) days’ written notice to UT prior to the beginning of such Subject Year, update ISR ASP to reflect changes in the selling price of the relevant ISR, Accessory or as otherwise component of the System. Medtronic shall submit reasonably agreed-detailed invoices for Annual Inventory Fees no later than sixty (60) days following the end of the relevant Subject Year, and UT shall pay such invoices within thirty (30) days of receipt thereof. Annual Inventory Fees shall be subject to between Distributor and Supplier, relating to: (1) Product shelf-life; (2) outside packaging and labeling; (3) hold harmless agreements; and (4) insurance, additional insureds and the provision of certificates of insuranceaudit by UT in accordance with Section 6.2.4.