MAXIMUM CREDIT VALUE. Patheon's liability for Active Materials calculated in accordance with Section 2.2 of the Master Agreement [for any Product] in a Year will not exceed, in the aggregate, the maximum credit value set forth below: PRODUCT MAXIMUM CREDIT VALUE [**]% of revenues (being payments of the Price) per Year received by Patheon under this Product Agreement, [End of Product Agreement] Master Manufacturing Services Agreement EXHIBIT A TECHNICAL DISPUTE RESOLUTION Technical Disputes which cannot be resolved by negotiation as provided in Section 12.2 will be resolved in the following manner:
MAXIMUM CREDIT VALUE. Patheon's liability for Active Materials calculated in accordance with Section 2.2 of the Agreement in a Year will not exceed, in the aggregate, the maximum credit value set forth below: PRODUCT MAXIMUM CREDIT VALUE [***] [***] Exhibit 10.11 Manufacturing Services Agreement SCHEDULE E TECHNICAL DISPUTE RESOLUTION Technical Disputes which cannot be resolved by negotiation as provided in Section 12.2 of the Agreement will be resolved in the following manner:
MAXIMUM CREDIT VALUE. Patheon’s liability for Active Material calculated in accordance with Section 2.2 in a Year will not exceed, in the aggregate, the maximum credit value set forth below: PRODUCT MAXIMUM CREDIT VALUE BC-3781 [**]% of revenues (being payments of the Price) per Year received by Patheon under this Agreement. SCHEDULE E
MAXIMUM CREDIT VALUE. Patheon's liability for Active Materials calculated in accordance with Section 2.2 of the Master Agreement for any Product in a Year will not exceed, in the aggregate, the maximum credit value set forth below: PRODUCT MAXIMUM CREDIT VALUE Risperidone [***] SCHEDULE E METRICS # Metric Definition Time of measurement Target 1 [***] [***] [***] [***] 2 [***] [***] [***] [***] 3 [***] [***] [***] [***] 4 [***] [***] [***] [***] 5 [***] [***] [***] [***] PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED WITH [***]. FIRST AMENDMENT TO RISPERIDONE PRODUCT AGREEMENT THIS FIRST AMENDMENT TO RISPERIDONE PRODUCT AGREEMENT (this “Amendment”), effective as of January 1, 2019 (“Amendment Effective Date”), is made between Indivior UK Limited (“Indivior”) and Patheon Manufacturing Services LLC (“Patheon”). Indivior and Patheon may be referred to herein individually as a “Party” or collectively, as “Parties.”
MAXIMUM CREDIT VALUE. Patheon’s liability for Active Materials calculated in accordance with Section 2.2 of the Master Agreement for any Product in a Year will not exceed, in the aggregate, the maximum credit value set forth below: PRODUCT MAXIMUM CREDIT VALUE Venlafaxine Tablets (4 strengths) [***] of revenues per Year to Patheon under this Product Agreement THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SCHEDULE E Following the transition Year 2016, Patheon will be the sole manufacturer of Products offered for sale by Client in the Territory. If the volumes are greater than [***] and less than [***] tablets per Year, the following prices will apply. 30ct Bottles Product Minimum Ordering Quantify (Bottles) Material price Conversion Price Full Service Price Venlafaxine Tablets 37.5mg [***] [***] [***] [***] Venlafaxine Tablets 75mg [***] [***] [***] [***] Venlafaxine Tablets 150mg [***] [***] [***] [***] Venlafaxine Tablets 225mg [***] [***] [***] [***] 90ct Bottles Product Minimum Ordering Quantify (Bottles) Material price Conversion Price Full Service Price Venlafaxine Tablets 37.5mg [***] [***] [***] [***] Venlafaxine Tablets 75mg [***] [***] [***] [***] Venlafaxine Tablets 150mg [***] [***] [***] [***] Venlafaxine Tablets 225mg [***] [***] [***] [***]
MAXIMUM CREDIT VALUE. Patheon’s liability for Active Materials calculated in accordance with Section 2.2 of the Agreement in a Year will not exceed[*]. [*] = 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. SCHEDULE E
MAXIMUM CREDIT VALUE. Patheon’s liability for Active Materials calculated in accordance with Section 2.2 of the Master Agreement for Product in a Year will not exceed, in the aggregate, the maximum credit value set forth below: PRODUCT MAXIMUM CREDIT VALUE Pimavanserin tablets 17 mg strength […***…] ***Confidential Treatment Requested
MAXIMUM CREDIT VALUE. Patheon's liability for Active Materials calculated in accordance with Section 2.2 of the Master Agreement in a Year will not exceed, in the aggregate, the maximum credit value set forth below: PRODUCT MAXIMUM CREDIT VALUE Auryxia (Ferric Citrate IR Tablets) [***] per Year to Patheon under this Product Agreement. YIELD TOLERANCE [***] SCHEDULE E Client Supply Chain Inventory Documentation Requirements [***]
MAXIMUM CREDIT VALUE. Patheon’s liability for Active Materials calculated in accordance with Section 2.2 of the Master Agreement for the Product in a Year will not exceed, in the aggregate for purposes of this Product Agreement, the maximum credit value set forth below: PRODUCT MAXIMUM CREDIT VALUE [ ]% of revenues per Year to Patheon under this Product Agreement, up to a maximum of $[ ] in the aggregate per Year. [End of Product Agreement] EXHIBIT A QUARTERLY ACTIVE MATERIALS INVENTORY REPORT TO: SALIX PHARMACEUTICALS, INC FROM: PATHEON PHARMACEUTICALS INC. [or applicable Patheon entity] RE: Active Materials quarterly inventory report under Section 2.2(a) of the Master Manufacturing Services Agreement dated May 21, 2013 (the “Agreement”) Reporting quarter: Active Materials on hand at beginning of quarter: kg (A) Active Materials on hand at end of quarter: kg (B) Quantity Received during quarter: kg (C) Quantity Dispensed(1) during quarter: (A + C - B) kg Quantity Converted during quarter: (total Active Materials in Products produced and not rejected, recalled or returned) kg Capitalized terms used in this report have the meanings given to the terms in the Agreement. PATHEON PHARMACEUTICALS INC. DATE: [or applicable Patheon entity] Per: Name: Title:
MAXIMUM CREDIT VALUE. Patheon’s liability for Active Materials calculated in accordance with Section 2.2 of the Agreement for any Product in a Year shall not exceed, in the aggregate, the maximum credit value set forth below: Product Maximum Credit Value Zolpidem Tartrate Tablets (a) [***]; (b) [***], (c) [***]. [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange Commission. TransOral Patheon MSA (Cincinnati and Whitby) – EXECUTION DRAFT SCHEDULE E
