Common use of Manufacturing Agreements Clause in Contracts

Manufacturing Agreements. (a) The Seller shall comply in all material respects with its obligations under the Manufacturing Agreements and shall not take any action or forego any action that would reasonably be expected to constitute a material breach thereof. Promptly, and in any event within [ * ] Business Days, after receipt of any (written or oral) notice from each of the parties thereto or their Affiliates of an alleged breach by the Seller under a Manufacturing Agreement, the Seller shall give notice thereof to the Buyer, including delivering the Buyer a copy of any such written notice. The Seller shall use its reasonable best efforts to cure any breaches by it under the Manufacturing Agreement and shall give written notice to the Buyer upon curing any such breach. (b) Promptly (and in any event within [ * ] Business Days) after the Seller becomes aware of, or comes to believe in good faith that there has been, a breach of either of the Manufacturing Agreements by the counterparty thereto, the Seller shall provide notice of such breach to the Buyer. In addition, the Seller shall provide to the Buyer a copy of any written notice of breach or alleged breach of the Manufacturing Agreement delivered by the Seller to the counterparty thereto as soon as practicable and in any event not less than [ * ] Business Days following such delivery. In the case of a breach by a counterparty to the Manufacturing [ * ] = 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. Agreements, the Seller shall consult with the Buyer regarding the timing, manner and conduct of any enforcement of such counterparty’s obligations under the Manufacturing Agreement. (c) Promptly, and in any event within [ * ] Business Days, following receipt by the Seller of a fully executed Modification to either of the Manufacturing Agreements, the Seller shall furnish a copy of such Modification to the Buyer.

Manufacturing Agreements. In the event that Endo exercises its license rights under Section 6.6, Penwest shall use its Best Commercial Efforts to cause *** to promptly enter into an agreement with Endo to supply Formulated TIMERx to Endo on substantially the same terms and conditions (aincluding those relating to the price of TIMERx) The Seller shall comply as are contained in all material respects the Custom Manufacturing Agreement dated *** between *** and Penwest, as amended through the date of such exercise by Endo (the "*** Manufacturing Agreement"), or any subsequent supplier of Penwest to promptly enter into an agreement with its obligations under Endo to supply Formulated TIMERx to Endo on substantially the Manufacturing Agreements same terms and shall not take any action or forego any action conditions (including those relating to the price of TIMERx) as those on which such subsequent supplier supplies to Penwest, but only for such duration as Endo is entitled to exercise such license rights. Penwest hereby represents and warrants that would reasonably be expected to constitute a material breach thereof. Promptlytrue, correct and in any event within [ * ] Business Days, after receipt of any (written or oral) notice from each complete copy of the parties thereto current *** Manufacturing Agreement has been provided to Endo and covenants to provide Endo with an updated copy of such agreement promptly in the event the *** Manufacturing Agreement is amended or their Affiliates modified and with a copy of the subsequent supply agreement promptly in the event that Penwest engages any additional or new supplier of TIMERx. In the event that Penwest exercises its license rights under Section 7.5.1, Endo shall use its Best Commercial Efforts to cause *** to promptly enter into an alleged breach agreement with Penwest to supply Oxymorphone ADS to Penwest on substantially the same terms and conditions (including those relating to the price of the Oxymorphone ADS) as are contained in the Supply Agreement dated as of ***,between *** and Endo, as amended through the date of such exercise by Penwest (the Seller under a "*** Supply Agreement") and to cause *** to promptly enter into an agreement with Penwest to supply finished Product to Penwest on substantially the same terms and conditions (including those relating to the price of the Product) as are contained in the Master Development and Toll Manufacturing Agreement, dated as of *** between *** and Endo, as amended through the Seller shall give notice thereof date of such exercise by Penwest (the "*** Manufacturing Agreement"), or any subsequent supplier of Endo to promptly enter into an agreement with Penwest to supply finished Product to Penwest on substantially the same terms and conditions (including those relating to the Buyerprice of the Product) as those on which such subsequent supplier supplies to Endo, including delivering but only for such duration as Penwest is entitled to exercise such license rights. Endo hereby represents and warrants that true, correct and complete copies of the Buyer *** Supply Agreement and the *** Manufacturing Agreement have been provided to Penwest and covenants to provide Penwest with updated copies of such agreements promptly in the event the *** Supply Agreement or the *** Manufacturing Agreement is amended or modified and with a copy of the subsequent supply agreement promptly in the event that Endo engages any such written notice. The Seller shall use its reasonable best efforts to cure any breaches by it under the Manufacturing Agreement and shall give written notice to the Buyer upon curing any such breach. (b) Promptly (and in any event within [ * ] Business Days) after the Seller becomes aware of, additional or comes to believe in good faith that there has been, a breach of either new supplier of the Manufacturing Agreements by the counterparty thereto, the Seller shall provide notice of such breach to the Buyer. In addition, the Seller shall provide to the Buyer a copy of any written notice of breach finished Product or alleged breach of the Manufacturing Agreement delivered by the Seller to the counterparty thereto as soon as practicable and in any event not less than [ * ] Business Days following such delivery. In the case of a breach by a counterparty to the Manufacturing [ * ] = 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. Agreements, the Seller shall consult with the Buyer regarding the timing, manner and conduct of any enforcement of such counterparty’s obligations under the Manufacturing AgreementOxymorphone ADS. (c) Promptly, and in any event within [ * ] Business Days, following receipt by the Seller of a fully executed Modification to either of the Manufacturing Agreements, the Seller shall furnish a copy of such Modification to the Buyer.

Manufacturing Agreements. (a) The Seller shall comply act in all material respects a commercially reasonable manner with respect to its obligations under each of the Manufacturing Agreements and shall not take any action or forego any action that would reasonably be expected to constitute a material breach thereofAgreements. Promptly, and in any event within [ * ] Business Days[***], after receipt of any (written or oral) notice from each any of the parties thereto or their Affiliates of an alleged breach by the Seller under a Manufacturing Agreement, the Seller shall give notice thereof to the BuyerPurchaser, including delivering the Buyer Purchaser a copy of any such written notice. The To the extent commercially reasonable, Seller shall use its reasonable best undertake efforts to cure any breaches by it under the any Manufacturing Agreement and shall give written notice to the Buyer Purchaser upon curing any such breach. (b) Promptly (and in any event within [ * ] Business Days[***]) after the Seller becomes aware of, or comes to believe in good faith that there has been, a material breach of either of the any Manufacturing Agreements Agreement by the counterparty thereto, the Seller shall provide notice of such breach to the BuyerPurchaser. In addition, the Seller shall provide to the Buyer Purchaser a copy of any written notice of material breach or alleged material breach of the any material Manufacturing Agreement delivered by the Seller to the counterparty thereto as soon as practicable and in any event not less than [ * [***] Business Days following such delivery. In . (c) Seller shall promptly (and in any event within [***]) provide the case Purchaser with (i) executed copies of each new Manufacturing Agreement, and (ii) executed copies of each material amendment, supplement, modification or waiver of any provision of a breach by a counterparty to the Manufacturing [ * ] = 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. Agreements, the Seller shall consult with the Buyer regarding the timing, manner and conduct of any enforcement of such counterparty’s obligations under the Manufacturing Agreement. (cd) PromptlySeller (i) shall use commercially reasonable efforts to determine [***] forecasted amount of Product and (ii) will notify Purchaser within [***] if it cannot secure agreement from manufacturers to supply a [***] forecasted amount of Product, and it being understood that such obligation in any event within [ * ] Business Days, following receipt by the Seller of a fully executed Modification clause (ii) is solely an obligation to either of the Manufacturing Agreements, the provide such notice. (e) Seller shall furnish a copy provide the Purchaser with written notice following the termination of such Modification to the Buyerany Manufacturing Agreement.

Manufacturing Agreements. (a) The Seller shall comply act in all material respects a commercially reasonable manner with respect to its obligations under each of the Manufacturing Agreements and shall not take any action or forego any action that would reasonably be expected to constitute a material breach thereofAgreements. Promptly, and in any event within [ * ] Business Days[***], after receipt of any (written or oral) notice from each any of the parties thereto or their Affiliates of an alleged breach by the Seller under a Manufacturing Agreement, the Seller shall give notice thereof to the BuyerPurchaser, including delivering the Buyer Purchaser a copy of any such written notice. The To the extent commercially reasonable, Seller shall use its reasonable best undertake efforts to cure any breaches by it under the any Manufacturing Agreement and shall give written notice to the Buyer Purchaser upon curing any such breach. (b) Promptly (and in any event within [ * ] Business Days[***]) after the Seller becomes aware of, or comes to believe in good faith that there has been, a material breach of either of the any Manufacturing Agreements Agreement by the counterparty thereto, the Seller shall provide notice of such breach to the BuyerPurchaser. In addition, the Seller shall provide to the Buyer Purchaser a copy of any written notice of material breach or alleged material breach of the any material Manufacturing Agreement delivered by the Seller to the counterparty thereto as soon as practicable and in any event not less than [ * [***] Business Days following such delivery. In . (c) Seller shall promptly (and in any event within [***]) provide the case Purchaser with (i) executed copies of each new Manufacturing Agreement, and (ii) executed copies of each material amendment, supplement, modification or waiver of any provision of a breach by Manufacturing Agreement. (d) Seller (i) shall use commercially reasonable efforts to determine [***] forecasted amount of Product and (ii) will notify Purchaser within [***] if it cannot secure agreement from manufacturers to supply a counterparty [***] forecasted amount of Product, it being understood that such obligation in clause (ii) is solely an obligation to provide such notice. (e) Seller shall provide the Purchaser with written notice following the termination of any Manufacturing [ * ] = Agreement. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN PORTIONS OF THIS DOCUMENT, MARKED BY BRACKETS, EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Agreements, the Seller shall consult with the Buyer regarding the timing, manner and conduct of any enforcement of such counterparty’s obligations under the Manufacturing Agreement. (c) Promptly, and in any event within [ * ] Business Days, following receipt by the Seller of a fully executed Modification to either of the Manufacturing Agreements, the Seller shall furnish a copy of such Modification to the Buyer.