Common use of Late Deliveries Clause in Contracts

Late Deliveries. In the event that Supplier fails to deliver some quantity of Products in accordance with the Purchase Order, Customer shall grant Supplier a [***] business day grace period to correctly fulfill the delivery. Without limiting Customer’s other remedies, if, after this grace period Supplier has still failed to deliver the Product in accordance with this Agreement, and the cause of any such delay is attributable to Supplier, then (a) the Parties shall immediately escalate the issue to their respective upper management teams, who will create and implement an Action Plan to address the issue and prevent further delay and (b) Supplier shall bear all reasonable costs, including any applicable expedited shipping costs to deliver the applicable Products as soon as possible following the originally scheduled delivery date. If Supplier fails to deliver the requested Products within [***] business days following the scheduled delivery date for reasons attributable to Supplier in [***] or more occasions during a single [***], the price payable by Customer to Supplier for each delayed Delivery Lot other than that [***]’s first delayed Delivery Lot will be reduced by [***] per [***] until the date of actual delivery unless agreed by both Parties due to some unexpected circumstances. For purposes of clarity, it is agreed to by the Parties that the price of the first delayed Delivery Lot in any given [***] shall not be reduced. Supplier and Customer acknowledge and agree that (i) [***]; (ii) [***]; and (iii) as of the Effective Date, [***]. Supplier shall have no liability if the delivery or manufacturing of the Products is delayed for reasons solely attributable to Customer, including, without limitation, the failure to timely deliver required Components Customer has agreed to source.

Late Deliveries. (a) In the event that the Supplier fails becomes aware that it does not expect to deliver some quantity of Products meet the delivery schedule in accordance with the Purchase OrderBinding Forecast, Customer the Supplier shall grant Supplier a promptly (but not later than [***] business day grace period to correctly fulfill after Supplier becomes aware of the delivery. Without limiting Customer’s other remedies, if, after this grace period Supplier has still failed to deliver delay) advise HQ of the Product in accordance with this Agreementreasons therefore, and of the cause of any such delay date by which the Supplier will be able to confirm whether it will be able to meet the delivery schedule. As soon as the Supplier is attributable able to Supplieradvise whether it can meet the delivery schedule, then (a) the Parties shall immediately escalate the issue to their respective upper management teams, who will create and implement an Action Plan to address the issue and prevent further delay and (b) Supplier shall bear all reasonable costsnotify HQ in writing, including any applicable expedited shipping costs which notice shall indicate the Supplier’s next anticipated delivery date and delivery quantity. In the event that the Supplier’s inability to deliver the applicable Products as soon as possible following the originally scheduled delivery date. If Supplier fails to deliver the requested Products within meet one or more deliveries results in HQ inventory having less than [***] business days following the scheduled delivery date for reasons attributable weeks supply of a Product or HQ is expected to Supplier in have less than [***] or more occasions during weeks supply of a single [Product in HQ inventory at the time of Supplier’s next anticipated shipment, HQ shall notify the Supplier in writing and the Supplier shall have five (5) Business Days from receipt of such notice to make ***]CONFIDENTIAL TREATMENT REQUESTED arrangements reasonably satisfactory to HQ to ensure delivery of sufficient quantities of such Product, or of a substitute therapeutic for such Product acceptable to HQ (“Replacement Product”), are delivered to HQ to increase its inventory of such Product or of a substitute therapeutic to the price payable by Customer Target Level. If Supplier has not made such satisfactory arrangements within the five (5) Business Days, HQ may purchase the above mentioned Replacement Product from an alternate source(s) to replace that Product which the Supplier for each delayed Delivery Lot other than has indicated that [***]’s first delayed Delivery Lot will be reduced by [***] per [***] until the date of actual delivery unless agreed by both Parties due to some unexpected circumstances. For purposes of clarity, it is agreed unable to by supply and the Parties that the price of the first delayed Delivery Lot remedies in any given [***] Section 3.9 shall not be reducedapply. The Supplier and Customer acknowledge and agree that (i) [***]; (ii) [***]; and (iii) as of the Effective Date, [***]. Supplier shall have no liability if the delivery or manufacturing of the Products is delayed for reasons solely attributable will make all reasonable efforts to Customer, including, without limitation, the failure to timely deliver required Components Customer has agreed to sourceassist HQ in identifying an alternate source from which HQ can obtain Replacement Products.

Late Deliveries. (a) In the event that the Supplier fails becomes aware that it does not expect to deliver some quantity of Products meet the delivery schedule in accordance with the Purchase OrderBinding Forecast, Customer the Supplier shall grant Supplier a promptly (but not later than [***] business day grace period to correctly fulfill after Supplier becomes aware of the delivery. Without limiting Customer’s other remedies, if, after this grace period Supplier has still failed to deliver delay) advise CBS of the Product in accordance with this Agreementreasons therefore, and of the cause of any such delay date by which the Supplier will be able to confirm whether it will be able to meet the delivery schedule. As soon as the Supplier is attributable able to Supplieradvise whether it can meet the delivery schedule, then (a) the Parties shall immediately escalate the issue to their respective upper management teams, who will create and implement an Action Plan to address the issue and prevent further delay and (b) Supplier shall bear all reasonable costsnotify CBS in writing, including any applicable expedited shipping costs which notice shall indicate the Supplier’s next anticipated delivery date and delivery quantity. In the event that the Supplier’s inability to deliver meet one or more deliveries results in CBS having an inventory Shortage or CBS is expected to have such result prior to the applicable Products as soon as possible following Supplier’s next anticipated shipment date, CBS shall notify the originally scheduled Supplier in writing and the Supplier shall have five (5) Business Days from receipt of such notice to make arrangements reasonably satisfactory to CBS to ensure delivery dateof sufficient quantities of such Product, or of a substitute therapeutic for such Product acceptable to CBS (“Replacement Product”), are delivered to CBS to increase its inventory of such Product or of a substitute therapeutic to the Target Level. If Supplier fails has not made such satisfactory arrangements within the five (5) Business Days, CBS may purchase the above mentioned Replacement Product from an alternate source(s) to deliver replace that Product which the requested Products within [***] business days following the scheduled delivery date for reasons attributable to Supplier in [***] or more occasions during a single [***], the price payable by Customer to Supplier for each delayed Delivery Lot other than has indicated that [***]’s first delayed Delivery Lot will be reduced by [***] per [***] until the date of actual delivery unless agreed by both Parties due to some unexpected circumstances. For purposes of clarity, it is agreed unable to by supply and the Parties that the price of the first delayed Delivery Lot remedies in any given [***] Section 3.9 shall not be reducedapply. The Supplier and Customer acknowledge and agree that (i) [***]; (ii) [***]; and (iii) as of the Effective Date, [***]. Supplier shall have no liability if the delivery or manufacturing of the Products is delayed for reasons solely attributable will make all reasonable efforts to Customer, including, without limitation, the failure to timely deliver required Components Customer has agreed to sourceassist CBS in identifying an alternate source from which CBS can obtain Replacement Products.