Common use of Minimum Purchase Requirement Clause in Contracts

Minimum Purchase Requirement. XVI.1 Subject to Article XVI.3, BIOVENTUS undertakes to purchase from IBSA the following annual minimum quantities of PRODUCT in the TERRITORY (“MINIMUM PURCHASE REQUIREMENT”): 1st MARKETING YEAR: [***] prefilled syringes 2nd MARKETING YEAR: [***] prefilled syringes 3rd MARKETING YEAR: [***] prefilled syringes 4th MARKETING YEAR onwards: [***] prefilled syringes Sample units are not included in the MINIMUM PURCHASE REQUIREMENT. XVI.2 Should BIOVENTUS fail to meet at least [***] of the annual MINIMUM PURCHASE REQUIREMENT during any MARKETING YEAR during the term of this Agreement (other than on account of a FAILURE TO SUPPLY (as defined in Article XVI.3), IBSA shall have the right either to ask BIOVENTUS to pay a penalty of [***]% of the FLOOR PRICE for the unpurchased quantities or to terminate this Agreement upon [***] days prior written notice to BIOVENTUS; provided, however, that this Agreement will not terminate if BIOVENTUS, by the end of such [***] days period, has issued purchase orders to IBSA for a quantity of PRODUCT that, when combined with the quantities previously ordered during the applicable MARKETING YEAR, equal or exceed the applicable MINIMUM PURCHASE REQUIREMENT (and, for the avoidance of doubt, such additional purchase orders may provide for a delivery date that is in January of the following MARKETING YEAR. Therefore the purchase orders needs to be issued on or before August 30th of the concerned MARKETING YEAR). Such termination by IBSA shall be IBSA’s sole and exclusive remedy with respect to any failure by BIOVENTUS to meet the annual MINIMUM PURCHASE REQUIREMENT, and BIOVENTUS shall have no liability to IBSA with respect to any such failure. Notwithstanding the foregoing, should BIOVENTUS buy [***] or more of the annual MINIMUM PURCHASE REQUIREMENT, IBSA shall only have the right to ask BIOVENTUS to pay a penalty of [***]% of the FLOOR PRICE for the unpurchased quantities as IBSA’s sole and exclusive remedy for the BIOVENTUS’s failure to purchase the annual MINIMUM PURCHASE REQUIREMENT. XVI.3 If during any part of the MARKETING YEAR, a FAILURE TO SUPPLY occurs, the MINIMUM PURCHASE REQUIREMENT set forth in Article XIV.1 for such MARKETING YEAR will be reduced by a percentage equal to the percentage of the MARKETING YEAR during which such FAILURE TO SUPPLY occurred.

Minimum Purchase Requirement. XVI.1 Subject to Article XVI.3, BIOVENTUS undertakes to purchase from IBSA Beginning with the following annual minimum quantities of PRODUCT in the TERRITORY (“MINIMUM PURCHASE REQUIREMENT”): 1st MARKETING YEAR: Commercial Year during which Hospira manufactures [***] prefilled syringes 2nd MARKETING YEAR: Product pursuant to Theravance’s forecasts, Theravance agrees to purchase from Hospira in such Commercial Year (and in each Commercial Year thereafter) a percentage of its Annual Forecast of the Drug Product in those jurisdictions within the Territory where Regulatory Approval(s) have been obtained in accordance with the provisions of this Section 6.8 (“Minimum Purchase Requirement”). [***] prefilled syringes 3rd MARKETING YEAR: Theravance’s Minimum Purchase requirements shall be [***], but in no case shall be [***] prefilled syringes 4th MARKETING YEAR onwards: [in any Commercial Year. In lieu of Theravance taking delivery of all of the Minimum Purchase Requirement, ***] prefilled syringes Sample units are not included in the MINIMUM PURCHASE REQUIREMENT. XVI.2 Should BIOVENTUS fail to meet at least [***] of the annual MINIMUM PURCHASE REQUIREMENT during any MARKETING YEAR during the term of this Agreement (other than on account of a FAILURE CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO SUPPLY (as defined in Article XVI.3), IBSA THE OMITTED PORTIONS. Theravance shall have the right either to ask BIOVENTUS option to pay a penalty of [***]% for the shortfall of the FLOOR PRICE Minimum Purchase Requirement at the prices set forth in Exhibit 5.11 and waive Hospira’s manufacture and delivery obligations for the unpurchased quantities or to terminate this Agreement upon Product. In the latter event, Hospira shall invoice Theravance for the amount payable, and Theravance shall pay Hospira such amount within [***] days prior written notice to BIOVENTUS; provided, however, that this Agreement will not terminate if BIOVENTUS, by the end after receipt of such [***] days period, has issued purchase orders to IBSA for a quantity of PRODUCT that, when combined with the quantities previously ordered during the applicable MARKETING YEAR, equal or exceed the applicable MINIMUM PURCHASE REQUIREMENT (and, for the avoidance of doubt, such additional purchase orders may provide for a delivery date that is in January of the following MARKETING YEAR. Therefore the purchase orders needs to be issued on or before August 30th of the concerned MARKETING YEAR). Such termination by IBSA shall be IBSAHospira’s sole and exclusive remedy with respect to any failure by BIOVENTUS to meet the annual MINIMUM PURCHASE REQUIREMENT, and BIOVENTUS shall have no liability to IBSA with respect to any such failureinvoice. Notwithstanding the foregoing, should BIOVENTUS buy [***] or more of all Product paid for by Theravance shall count towards the annual MINIMUM PURCHASE REQUIREMENT, IBSA shall only have the right to ask BIOVENTUS to pay a penalty of [***]% of the FLOOR PRICE for the unpurchased quantities as IBSA’s sole and exclusive remedy for the BIOVENTUS’s failure to purchase the annual MINIMUM PURCHASE REQUIREMENTMinimum Purchase Requirement. XVI.3 If during any part of the MARKETING YEAR, a FAILURE TO SUPPLY occurs, the MINIMUM PURCHASE REQUIREMENT set forth in Article XIV.1 for such MARKETING YEAR will be reduced by a percentage equal to the percentage of the MARKETING YEAR during which such FAILURE TO SUPPLY occurred.

Minimum Purchase Requirement. XVI.1 Subject to Article XVI.3(a) During the term of each Project SOW, BIOVENTUS undertakes Genzyme agrees to purchase from IBSA the following annual Hospira, and Hospira agrees to Manufacture and deliver to Genzyme, minimum aggregate quantities of PRODUCT the Products set forth in the TERRITORY relevant Project SOW (the “MINIMUM PURCHASE REQUIREMENTMinimum Purchase Requirement”): 1st MARKETING YEAR: ) not to exceed its applicable Product Fill Slot Commitment. Subject to any differing terms contained in any Project SOW, during the term of a Project SOW, Genzyme shall purchase not less than [***] prefilled syringes 2nd MARKETING YEAR: [***] prefilled syringes 3rd MARKETING YEAR: [***] prefilled syringes 4th MARKETING YEAR onwards: [***] prefilled syringes Sample units are not included in the MINIMUM PURCHASE REQUIREMENT. XVI.2 Should BIOVENTUS fail to meet at least [***] of year one in the annual MINIMUM PURCHASE REQUIREMENT during any MARKETING YEAR during the term Product Fill Slot Commitment accepted by Hospira in accordance with Section 8.1. [**] = Portions of this Agreement exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (other than on account b) In lieu of a FAILURE TO SUPPLY (as defined in Article XVI.3)Genzyme taking delivery of each calendar year’s Minimum Purchase Requirements of the Products, IBSA Genzyme shall have the right either to ask BIOVENTUS option to pay a penalty of [***]% of for its Minimum Purchase Requirement at the FLOOR PRICE Product prices set forth in the relevant Project SOW and waive Hospira’s Manufacture and delivery obligations for the unpurchased quantities or Products. In the latter event, Hospira shall invoice Genzyme for the Service Fees, less the applicable costs for vials, stoppers and crimps; provided that Hospira is reasonably able to terminate this Agreement upon use such materials in future Genzyme product orders. Genzyme shall pay Hospira any amounts due hereunder within [***] days prior written notice to BIOVENTUS; provided, however, that this Agreement will not terminate if BIOVENTUS, by the end after receipt of such [***] days period, has issued purchase orders to IBSA for a quantity of PRODUCT that, when combined Hospira’s invoice in accordance with the quantities previously ordered during the applicable MARKETING YEAR, equal or exceed the applicable MINIMUM PURCHASE REQUIREMENT (and, for the avoidance of doubt, such additional purchase orders may provide for a delivery date that is in January of the following MARKETING YEAR. Therefore the purchase orders needs to be issued on or before August 30th of the concerned MARKETING YEAR). Such termination by IBSA shall be IBSA’s sole and exclusive remedy with respect to any failure by BIOVENTUS to meet the annual MINIMUM PURCHASE REQUIREMENT, and BIOVENTUS shall have no liability to IBSA with respect to any such failure. Notwithstanding the foregoing, should BIOVENTUS buy [***] or more of the annual MINIMUM PURCHASE REQUIREMENT, IBSA shall only have the right to ask BIOVENTUS to pay a penalty of [***]% of the FLOOR PRICE for the unpurchased quantities as IBSA’s sole and exclusive remedy for the BIOVENTUS’s failure to purchase the annual MINIMUM PURCHASE REQUIREMENTSection 7.6(b) hereof. XVI.3 If during any part of the MARKETING YEAR, a FAILURE TO SUPPLY occurs, the MINIMUM PURCHASE REQUIREMENT set forth in Article XIV.1 for such MARKETING YEAR will be reduced by a percentage equal to the percentage of the MARKETING YEAR during which such FAILURE TO SUPPLY occurred.

Minimum Purchase Requirement. XVI.1 Subject to Article XVI.3, BIOVENTUS undertakes Durata hereby agrees to purchase from IBSA Hospira in each Commercial Year a percentage of its annual forecast of the following annual minimum quantities Products in accordance with the provisions of PRODUCT this Section 6.7 (“Minimum Purchase Requirement”). The percentage shall be calculated on the number of units of Product for the first Commercial Year in the TERRITORY most recent three-year Product supply forecast that Durata provides to Hospira pursuant to Section 6.1. Durata’s Minimum Purchase requirements are as follows: (“MINIMUM PURCHASE REQUIREMENT”): 1st MARKETING YEAR: i) notwithstanding any amounts specified in the Rolling Forecast for Firm Order Period, in the first Commercial Year, [***] prefilled syringes 2nd MARKETING YEAR: ]; (ii) in the second Commercial Year, [***] prefilled syringes 3rd MARKETING YEAR: percent ([***] prefilled syringes 4th MARKETING YEAR onwards: ]%) of the forecasted amount; and (iii) in the third Commercial Year and in each Commercial Year thereafter, [***] prefilled syringes Sample units are not included in the MINIMUM PURCHASE REQUIREMENT. XVI.2 Should BIOVENTUS fail to meet at least percent ([***] ]%) of the annual MINIMUM PURCHASE REQUIREMENT during any MARKETING YEAR during forecasted amount. In lieu of Durata taking delivery of all of the term of this Agreement (other than on account of a FAILURE TO SUPPLY (as defined in Article XVI.3)Minimum Purchase Requirement, IBSA Durata shall have the right either to ask BIOVENTUS option to pay a penalty of [***]% for the shortfall of the FLOOR PRICE Minimum Purchase Requirement at the prices set forth in Exhibit 5.10 and waive Hospira’s manufacture and delivery obligations for such Product. In the latter event, Hospira shall invoice Durata for the unpurchased quantities or to terminate this Agreement upon amount payable, and Durata shall pay Hospira within [***] days prior written notice to BIOVENTUS; provided, however, that this Agreement will not terminate if BIOVENTUS, by the end after receipt of such [***] days period, has issued purchase orders to IBSA for a quantity of PRODUCT that, when combined with the quantities previously ordered during the applicable MARKETING YEAR, equal or exceed the applicable MINIMUM PURCHASE REQUIREMENT (and, for the avoidance of doubt, such additional purchase orders may provide for a delivery date that is in January of the following MARKETING YEAR. Therefore the purchase orders needs to be issued on or before August 30th of the concerned MARKETING YEAR). Such termination by IBSA shall be IBSAHospira’s sole and exclusive remedy with respect to any failure by BIOVENTUS to meet the annual MINIMUM PURCHASE REQUIREMENT, and BIOVENTUS shall have no liability to IBSA with respect to any such failureinvoice. Notwithstanding anything of the foregoing, should BIOVENTUS buy [***] or more of all Product paid for by Durata shall count towards the annual MINIMUM PURCHASE REQUIREMENT, IBSA shall only have the right to ask BIOVENTUS to pay a penalty of [***]% of the FLOOR PRICE for the unpurchased quantities as IBSA’s sole and exclusive remedy for the BIOVENTUS’s failure to purchase the annual MINIMUM PURCHASE REQUIREMENTMinimum Purchase Requirement. XVI.3 If during any part of the MARKETING YEAR, a FAILURE TO SUPPLY occurs, the MINIMUM PURCHASE REQUIREMENT set forth in Article XIV.1 for such MARKETING YEAR will be reduced by a percentage equal to the percentage of the MARKETING YEAR during which such FAILURE TO SUPPLY occurred.

Minimum Purchase Requirement. XVI.1 Subject to Article XVI.3By September lst, BIOVENTUS undertakes Kythera shall provide a forecast for the next calendar year. Kythera hereby agrees to purchase from IBSA Hospira in each Commercial Year a percentage of its annual forecast of the following annual minimum quantities Product in accordance with the provisions of PRODUCT this Section 6.7 (“Minimum Purchase Requirement”). The percentage shall be calculated on the number of units of Product in the TERRITORY (“MINIMUM PURCHASE REQUIREMENT”): 1st MARKETING YEAR: [***] prefilled syringes 2nd MARKETING YEAR: [***] prefilled syringes 3rd MARKETING YEAR: [***] prefilled syringes 4th MARKETING YEAR onwards: [***] prefilled syringes Sample units are not included first year in the MINIMUM PURCHASE REQUIREMENT. XVI.2 Should BIOVENTUS fail most recent three-year Product supply forecast that Kythera provides to meet at least [***] Hospira pursuant to Section 6.1. Kythera’s Minimum Purchase requirements are as follows: (i) in the first Commercial Year, none (requirement waived); (ii) in the second Commercial Year, fifty percent (50%) of the annual MINIMUM PURCHASE REQUIREMENT during any MARKETING YEAR during forecasted amount; and (iii) in the term third Commercial Year and in each Commercial Year thereafter, seventy-five percent (75%) of this Agreement (other than on account the forecasted amount. In lieu of a FAILURE TO SUPPLY (as defined in Article XVI.3)Kythera taking delivery of the all of the Minimum Purchase Requirement, IBSA Kythera shall have the right either to ask BIOVENTUS option to pay a penalty of [***]% for the shortfall of the FLOOR PRICE Minimum Purchase Requirement at the prices set forth in Exhibit 5.10 and waive Hospira’s manufacture and delivery obligations for Product. In the latter event, Hospira shall invoice Kythera for the unpurchased quantities or to terminate this Agreement upon [***] days prior written notice to BIOVENTUS; provided, however, that this Agreement will not terminate if BIOVENTUS, by the end of such [***] days period, has issued purchase orders to IBSA for a quantity of PRODUCT that, when combined with the quantities previously ordered during the applicable MARKETING YEAR, equal or exceed the applicable MINIMUM PURCHASE REQUIREMENT (and, for the avoidance of doubt, such additional purchase orders may provide for a delivery date that is in January of the following MARKETING YEAR. Therefore the purchase orders needs to be issued on or before August 30th of the concerned MARKETING YEAR). Such termination by IBSA shall be IBSA’s sole and exclusive remedy with respect to any failure by BIOVENTUS to meet the annual MINIMUM PURCHASE REQUIREMENTamount payable, and BIOVENTUS Kythera shall have no liability to IBSA with respect to any such failurepay Hospira within thirty (30) days after receipt of Hospira’s invoice. Notwithstanding anything of the foregoing, should BIOVENTUS buy [***] or more all Product paid for by Kythera shall count towards the Minimum Purchase Requirement including, without limitation, any payments made in the event of Firm Order cancellation pursuant to Section 6.8(b). For purposes of clarity, the annual MINIMUM PURCHASE REQUIREMENT, IBSA forecasted amount upon which Kythera’s annual Minimum Purchase Requirement is based shall only have the right correspond to ask BIOVENTUS to pay a penalty of [***]% of the FLOOR PRICE for the unpurchased quantities as IBSAHospira’s sole and exclusive remedy for the BIOVENTUS’s failure to purchase the annual MINIMUM PURCHASE REQUIREMENT. XVI.3 If during any part of the MARKETING YEAR, a FAILURE TO SUPPLY occurs, the MINIMUM PURCHASE REQUIREMENT set forth in Article XIV.1 Product Supply Commitment for such MARKETING YEAR will be reduced by a percentage equal to the percentage of the MARKETING YEAR during which such FAILURE TO SUPPLY occurredyear.

Minimum Purchase Requirement. XVI.1 Subject to Article XVI.3(a) During the term, BIOVENTUS undertakes Genzyme agrees to purchase from IBSA Hospira and Hospira agrees to manufacture and supply to Genzyme the following annual minimum aggregate quantities of PRODUCT the Products (the “Minimum Purchase Requirement”) up to its Product Supply Commitment as follows: (a) in the TERRITORY (“MINIMUM PURCHASE REQUIREMENT”): 1st MARKETING YEAR: calendar year 2010, not less than [***] prefilled syringes 2nd MARKETING YEAR: [***] prefilled syringes 3rd MARKETING YEAR: [***] prefilled syringes 4th MARKETING YEAR onwards: [***] prefilled syringes Sample units are not included in the MINIMUM PURCHASE REQUIREMENT. XVI.2 Should BIOVENTUS fail to meet at least [***] of the year one annual MINIMUM PURCHASE REQUIREMENT during any MARKETING YEAR during forecast in batches of the term of this Agreement Products in the three-year Product supply forecast (other “Annual Forecast”) accepted by Hospira in accordance with Section 6.1; (b) in calendar years 2011 and 2012, not less than on account of a FAILURE TO SUPPLY (as defined in Article XVI.3), IBSA shall have the right either to ask BIOVENTUS to pay a penalty of [***]% ] of the FLOOR PRICE Annual Forecast for the unpurchased quantities or to terminate this Agreement upon each year respectively; and (c) in 2013 through 2015 (and in any calendar year during [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. any Renewal Term, as defined herein) no less than [*] days prior written notice to BIOVENTUS*], in any Product mix as determined by Genzyme; provided, however, that this Agreement will not terminate if BIOVENTUS, by the end of such in no case shall there be [**]. For purposes of illustration, Genzyme may decide to have Hospira manufacture for [**]. If, however, Genzyme decides to have Hospira manufacture [**]. (b) In lieu of Genzyme taking delivery of each year’s Minimum Purchase Requirements of the Products, Genzyme shall have the option to [**]. In the latter event, Hospira shall invoice Genzyme for the amount payable, and Genzyme shall pay Hospira within [**] days period, has issued purchase orders to IBSA for a quantity after receipt of PRODUCT that, when combined with the quantities previously ordered during the applicable MARKETING YEAR, equal or exceed the applicable MINIMUM PURCHASE REQUIREMENT (and, for the avoidance of doubt, such additional purchase orders may provide for a delivery date that is in January of the following MARKETING YEAR. Therefore the purchase orders needs to be issued on or before August 30th of the concerned MARKETING YEAR). Such termination by IBSA shall be IBSAHospira’s sole and exclusive remedy with respect to any failure by BIOVENTUS to meet the annual MINIMUM PURCHASE REQUIREMENT, and BIOVENTUS shall have no liability to IBSA with respect to any such failure. Notwithstanding the foregoing, should BIOVENTUS buy [***] or more of the annual MINIMUM PURCHASE REQUIREMENT, IBSA shall only have the right to ask BIOVENTUS to pay a penalty of [***]% of the FLOOR PRICE for the unpurchased quantities as IBSA’s sole and exclusive remedy for the BIOVENTUS’s failure to purchase the annual MINIMUM PURCHASE REQUIREMENTinvoice. XVI.3 If during any part of the MARKETING YEAR, a FAILURE TO SUPPLY occurs, the MINIMUM PURCHASE REQUIREMENT set forth in Article XIV.1 for such MARKETING YEAR will be reduced by a percentage equal to the percentage of the MARKETING YEAR during which such FAILURE TO SUPPLY occurred.

Minimum Purchase Requirement. XVI.1 Subject to Article XVI.3During each successive twelve month period during the Term commencing on FDA approval of the Material (each a “Commercialization Year”), BIOVENTUS undertakes to ONYX shall purchase from IBSA the following annual minimum quantities of PRODUCT in the TERRITORY (“MINIMUM PURCHASE REQUIREMENT”): 1st MARKETING YEAR: [***] prefilled syringes 2nd MARKETING YEAR: [***] prefilled syringes 3rd MARKETING YEAR: [***] prefilled syringes 4th MARKETING YEAR onwards: [***] prefilled syringes Sample units are not included in the MINIMUM PURCHASE REQUIREMENT. XVI.2 Should BIOVENTUS fail to meet CAMBRIDGE at least [*] of ONYX’s total annual requirements of commercial Material [*] from all sources for the [*] Commercialization Years during the Term of this Agreement (the “Minimum Purchase Requirement). In the event that, in any Commercialization Year, ONYX fails to purchase the Minimum Purchase Requirement, then ONYX shall, within [*] of the annual MINIMUM PURCHASE REQUIREMENT during conclusion of any MARKETING YEAR such Commercialization Year, pay to CAMBRIDGE an amount equal to the difference between [*] and [*] during the term of this Agreement applicable Commercialization Year (other than on account of each, a FAILURE TO SUPPLY (as defined in Article XVI.3“Shortfall Amount”), IBSA shall have the right either to ask BIOVENTUS to pay a penalty of [***]% of the FLOOR PRICE for the unpurchased quantities or to terminate this Agreement upon [***] days prior written notice to BIOVENTUS; provided, however, that if any Shortfall Amount is due in part to a Supply Shortfall on the part of CAMBRIDGE or one of its approved subcontractors (“Approved Subcontractors”), ONYX shall not be responsible for paying such Shortfall Amount for the Commercialization Year in question. ONYX shall be deemed to have “purchased” Material when ONYX has ordered and taken delivery of Material pursuant to a Purchase Order placed pursuant to Section 3.1.3 hereof; provided, however, that in the event a delay in delivery is caused by CAMBRIDGE, the Material shall be deemed to have been delivered at the time of the scheduled Delivery Date. If ONYX so chooses, this Agreement will not Minimum Purchase Requirement shall terminate immediately upon notice to CAMBRIDGE if BIOVENTUS, by the end of such [*] of the [*], or [*] days periodof [*], has issued purchase orders to IBSA for a quantity of PRODUCT that, when combined with the quantities previously ordered are [*] or [*] that [*] (as defined by [*]) [*] during the applicable MARKETING YEARTerm of this Agreement. ONYX will keep accurate records of all purchases of Material (from all manufacturers) for the [*] Commercialization Years during the Term of this Agreement, equal or exceed the applicable MINIMUM PURCHASE REQUIREMENT (and, for upon the avoidance request of doubtCAMBRIDGE, will represent and warrant the correctness of all such additional purchase orders may provide for a delivery date that is in January of the following MARKETING YEAR. Therefore the purchase orders needs to be issued on or before August 30th of the concerned MARKETING YEAR). Such termination by IBSA shall be IBSA’s sole and exclusive remedy with respect to any failure by BIOVENTUS to meet the annual MINIMUM PURCHASE REQUIREMENT, and BIOVENTUS shall have no liability to IBSA with respect to any such failurecalculations. Notwithstanding the foregoing, should BIOVENTUS buy this Minimum Purchase Requirement shall not commence until FDA approval of the Product is received by ONYX. Further, the Minimum Purchase Requirement shall not apply for a specific Commercialization Year if [**] for each Lot of the Material in such Commercialization Year: (i) For [*] or more of and [*], [*] at least [*], provided however that any [*] is the annual MINIMUM PURCHASE REQUIREMENT, IBSA shall only have the right to ask BIOVENTUS to pay a penalty result of [**] and not resulting from any [*]% ; or (ii) For [*] and [*], [*] at least [*], provided however that any [*] is the result of [*] and not resulting from any [*]. (b) Each Lot manufactured by CAMBRIDGE shall meet the Specifications and all requirements of the FLOOR PRICE for the unpurchased quantities as IBSA’s sole and exclusive remedy for the BIOVENTUS’s failure to purchase the annual MINIMUM PURCHASE REQUIREMENTQuality Agreement. XVI.3 If during any part of (c) Each Lot shall be delivered on time in accordance with the MARKETING YEAR, a FAILURE TO SUPPLY occurs, the MINIMUM PURCHASE REQUIREMENT Delivery Date set forth in Article XIV.1 for such MARKETING YEAR will be reduced the specific Purchase Order, provided however that there are no delays in delivery caused by a percentage equal Onyx supply of materials or [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to the percentage Rule 24b-2 of the MARKETING YEAR during which Securities Exchange Act of 1934, as amended. review of documentation required for processing or release of any batches with no more than [*] between the Manufacturing date and the release date to ONYX of any such FAILURE TO SUPPLY occurredLot.

Minimum Purchase Requirement. XVI.1 Subject to Article XVI.3, BIOVENTUS undertakes to purchase from IBSA Beginning with the following annual minimum quantities of PRODUCT in the TERRITORY (“MINIMUM PURCHASE REQUIREMENT”): 1st MARKETING YEAR: Commercial Year during which Hospira manufactures [***] prefilled syringes 2nd MARKETING YEAR: Product pursuant to Theravance’s forecasts, Theravance agrees to purchase from Hospira in such Commercial Year (and in each Commercial Year thereafter) a percentage of its Annual Forecast of the Drug Product in those jurisdictions within the Territory where Regulatory Approval(s) have been obtained in accordance with the provisions of this Section 6.8 (“Minimum Purchase Requirement”). [***] prefilled syringes 3rd MARKETING YEAR: months [***] prefilled syringes 4th MARKETING YEAR onwards: year [***] prefilled syringes Sample units are not included Theravance’s Minimum Purchase requirements shall be [***], but in the MINIMUM PURCHASE REQUIREMENT. XVI.2 Should BIOVENTUS fail to meet at least no case shall be [***] in any Commercial Year. In lieu of Theravance taking delivery of all of the annual MINIMUM PURCHASE REQUIREMENT during any MARKETING YEAR during the term of this Agreement (other than on account of a FAILURE Minimum Purchase Requirement, ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO SUPPLY (as defined in Article XVI.3), IBSA THE OMITTED PORTIONS. Theravance shall have the right either to ask BIOVENTUS option to pay a penalty of [***]% for the shortfall of the FLOOR PRICE Minimum Purchase Requirement at the prices set forth in Exhibit 5.11 and waive Hospira’s manufacture and delivery obligations for the unpurchased quantities or to terminate this Agreement upon Product. In the latter event, Hospira shall invoice Theravance for the amount payable, and Theravance shall pay Hospira such amount within [***] days prior written notice to BIOVENTUS; provided, however, that this Agreement will not terminate if BIOVENTUS, by the end after receipt of such [***] days period, has issued purchase orders to IBSA for a quantity of PRODUCT that, when combined with the quantities previously ordered during the applicable MARKETING YEAR, equal or exceed the applicable MINIMUM PURCHASE REQUIREMENT (and, for the avoidance of doubt, such additional purchase orders may provide for a delivery date that is in January of the following MARKETING YEAR. Therefore the purchase orders needs to be issued on or before August 30th of the concerned MARKETING YEAR). Such termination by IBSA shall be IBSAHospira’s sole and exclusive remedy with respect to any failure by BIOVENTUS to meet the annual MINIMUM PURCHASE REQUIREMENT, and BIOVENTUS shall have no liability to IBSA with respect to any such failureinvoice. Notwithstanding the foregoing, should BIOVENTUS buy [***] or more of all Product paid for by Theravance shall count towards the annual MINIMUM PURCHASE REQUIREMENT, IBSA shall only have the right to ask BIOVENTUS to pay a penalty of [***]% of the FLOOR PRICE for the unpurchased quantities as IBSA’s sole and exclusive remedy for the BIOVENTUS’s failure to purchase the annual MINIMUM PURCHASE REQUIREMENTMinimum Purchase Requirement. XVI.3 If during any part of the MARKETING YEAR, a FAILURE TO SUPPLY occurs, the MINIMUM PURCHASE REQUIREMENT set forth in Article XIV.1 for such MARKETING YEAR will be reduced by a percentage equal to the percentage of the MARKETING YEAR during which such FAILURE TO SUPPLY occurred.