Common use of Obligations on Termination Clause in Contracts

Obligations on Termination. If this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon): (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall take delivery of and pay for all undelivered Drug Product that are manufactured and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed; (b) the Client shall purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory), the Inventory applicable to the Drug Product which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being given; (c) the Client shall satisfy the purchase price payable pursuant to Patheon’s orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and (d) Patheon shall return to the Client all unused Granulations (with shipping and related expenses, if any, to be borne by the Client). Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 10 and 11 and Sections 13.1, 13.2, 13.3 and 13.15, all of which survive any termination.

Obligations on Termination. If this a Product Agreement expires is completed, expires, or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):then: (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall will take delivery of and pay for all ail undelivered Drug Product Products that are manufactured and/or packaged pursuant to under a Firm Order, at the price in effect at the time the Firm Order was placed; (b) the Client shall will purchase, at Patheon’s cost (including all ail costs incurred by Patheon in connection with for the purchase and handling of such the Inventory), the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being given5.2; (c) the Client shall will satisfy the purchase price payable pursuant to under Patheon’s orders with suppliers of Components, provided such if the orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.35.2; (d) Client acknowledges that no Patheon Competitor will be permitted access to the Manufacturing Site; and (de) Client will make commercially reasonable efforts, at its own expense, to remove from Patheon shall return site(s), within 30 days, ail unused Active Material and Client-Supplied Components, all applicable inventory and Materials (whether current or obsolete), supplies, undelivered Product, chattels, equipment or other moveable property owned by Client, related to the Agreement and located at a Patheon site or that is otherwise under Patheon’s care and control (“Client all unused Granulations (with shipping and related expensesProperty”), if anyClient fails to remove the Client Property within 30 days following the completion, termination, or expiration of the Product Agreement, Client will pay Patheon [***] per pallet, per month, one pallet minimum (except that Client will pay [***] per pallet, per month, one pallet minimum, for any of the Client Property that contains controlled substances, requires refrigeration or other special storage requirements) thereafter for storing the Client Property and will assume any third party storage charges invoiced to be borne by Patheon regarding the Client)Client Property. Patheon will invoice Client for the storage charges as set forth in Section 5.5 of this Agreement. Any termination or expiration of this Agreement shall or a Product Agreement will not affect any outstanding obligations or payments due hereunder prior to such the termination or expiration, nor shall will it prejudice any other remedies that the parties may have under this Agreement or a Product Agreement or any related Capital Equipment Agreement. For greater certainty, termination of this Agreement or of a Product Agreement for any reason shall will not affect the obligations and responsibilities of the parties pursuant to under Articles 10 and 11 and Sections 5.4, 5.5, 8.4, 13.1, 13.213.2,13.3, 13.3 and 13.1513.16, all of which survive any termination.

Obligations on Termination. If this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon either party may have in the event of default by the Client or Client may have in the event of default by Patheonother party): (a) Unless Patheon has terminated this Agreement pursuant subject to Section 8.2(d) aboveSections 6.1 and 6.2, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall take delivery of and pay for all undelivered Drug Product (i) that are is manufactured and/or packaged pursuant to a Firm OrderOrder and (ii) that meets the Specifications and (iii) was manufactured in accordance with cGMPs and any additional procedures agreed upon in writing by the parties, at the price in effect at the time the Firm Order was placed;; [ * ] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (b) the Client shall purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory)[ * ], the Inventory applicable to the Drug Product which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 5.2 prior to notice of termination being given; (c) the Client shall satisfy the purchase price payable [ * ] pursuant to Patheon’s 's orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.35.2; and (d) Patheon shall return to the Client all unused Granulations Active Materials (with shipping and related expenses, if any, to be borne by the Client[ * ]). Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 10 and 11 and Sections 13.1, 13.2, 13.3 and 13.15, all of which survive any termination.

Obligations on Termination. (a) If this Agreement expires is completed, expires, or is terminated in whole or in part for any reason, then then: (in addition to i) Patheon will cease the manufacture of Products and will terminate any other remedies unfilled orders with third parties that Patheon may have in previously submitted with respect to Components, to the event of default by the Client extent such orders may be terminated or Client may have in the event of default by Patheon):revoked; (aii) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall will take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to under a Firm Order, at the price Price in effect at the time the Firm Order was placed; (biii) the Client shall will purchase, at Patheon’s 's out-of-pocket cost (including all costs incurred by Patheon in connection with for the purchase and handling of such the Inventory), the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to expiration or notice of termination being given; (civ) the Client shall will satisfy the purchase price payable pursuant to under Patheon’s 's non-cancellable orders with suppliers of Components, provided such if the orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.35.3 and prior to expiration or notice of termination being given; and (dv) Client acknowledges that no Patheon shall return Competitor will be permitted access to the Manufacturing Site; and Client will make commercially reasonable efforts, at its own expense, to remove from Patheon site(s), within [***], all unused Granulations Active Material and Client-Supplied Components, all applicable Inventory and Materials (with shipping whether current or obsolete), supplies, undelivered Product, chattels, equipment or other moveable property owned by Client, related to the Agreement and related expenses, if any, to be borne by the Clientlocated at a Patheon site or that is otherwise under Patheon’s care and control (“Client Property”). If Client fails to remove the Client Property within [***] following the completion, termination, or expiration of the Agreement, Client will pay Patheon [***] per pallet, per month, one pallet minimum (except that Client will pay [***] per pallet, per month, one pallet minimum, for any of the Client Property that contains controlled substances, requires refrigeration or other special storage requirements) thereafter for storing the Client Property and will assume any third party storage charges invoiced to Patheon regarding the Client Property. Patheon will invoice Client for the storage charges as set forth in Section 5.6 of this Agreement. (b) Any completion, termination or expiration of this Agreement shall will not affect any outstanding obligations or payments due hereunder prior to such the completion, termination or expiration, nor shall will it prejudice any other remedies that the parties may have under this Agreement or any related Capital Equipment Agreement. For greater certainty, completion, termination or expiration of this Agreement for any reason shall will not affect the obligations and responsibilities of the parties pursuant to under Articles 10 and 11 and Sections 5.5, 5.6, 8.3, 13.1, 13.2, 13.3 and 13.1513.16, all of which survive any terminationcompletion, termination or expiration.

Obligations on Termination. If The parties shall have the following obligations on termination: (1) In the event that this Agreement expires or is terminated in whole or in part for any reason, then (in addition by GFP Group because of Xxxxxxxxx'x and Xxxxxxxxx'x failure to any other remedies Patheon may have in obtain the event of default by the Client or Client may have in the event of default by Patheon): (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as benefit of the date of expiration or termination SITA/SCITOR contract for GFP Group and the Client shall take delivery of GlobalTel, Xxxxxxxxx and pay Xxxxxxxxx agree to reimburse GFP Group for all undelivered Drug Product that are manufactured and/or packaged pursuant funds devoted by GFP Group to a Firm Order, at maintenance of the price in effect at the time the Firm Order was placed; (b) the Client shall purchase, at Patheon’s cost (including SITA/SCITOR Agreement and all costs expenses incurred by Patheon GFP Group in connection with the purchase transactions contemplated by this Agreement, unless otherwise agreed in writing. Such amounts shall be determined by application of GAAP and handling shall be repaid over a three-year period at 6 percent per annum interest, compounded monthly, and shall be evidenced by a note. The full repayment obligation shall be an independent, joint and several obligation of such Inventory), the Inventory applicable to the Drug Product which was purchased, produced or maintained by Patheon in contemplation Xxxxxxxxx and of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being given; (c) the Client shall satisfy the purchase price payable pursuant to Patheon’s orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and (d) Patheon shall return to the Client all unused Granulations (with shipping and related expenses, if any, Xxxxxxxxx. The expenses to be borne by the Client). Any termination repaid shall not include attorneys fees incurred in preparation or expiration negotiation of this Agreement shall not affect any outstanding obligations or payments due hereunder prior amounts paid to such termination or expiration, nor shall it prejudice any other remedies purchase shares in Ratsten from Selectnet. (2) If the Agreement terminates because GFP Group fails to provide sufficient interim funding in excess of that the parties may have under required by this Agreement. For greater certainty, termination if the benefit of this Agreement the SITA/SCITOR contract is not available through no fault of Xxxxxxxxx or Xxxxxxxxx, or for any reason other than a material beach of this Agreement, Xxxxxxxxx and Xxxxxxxxx shall not affect return all stock to GFP Group and GFP Group shall return Xxxxxxxxx'x and Xxxxxxxxx'x Ratsten stock and the parties shall have no further obligation to each other, except the nondisclosure and confidentiality obligations and responsibilities which survive termination of the parties pursuant Agreement. (3) If GlobalTel decides not to Articles 10 acquire GFP Group, Xxxxxx and 11 Xxxxxxxx shall arrange for alternative financing for the operations contemplated by this Agreement within 120 days from the date that GFP Group receives notice of GlobalTel's decision. This Agreement shall continue in force during the 120 day time period and Sections 13.1thereafter if suitable financing is achieved. If suitable financing is not located within that time, 13.2, 13.3 Xxxxxxxxx and 13.15, all Xxxxxxxxx shall have the right to repurchase the Selectnet shares for a cash payment of which survive any termination$100,000.

Obligations on Termination. If this Agreement expires (a) Upon the expiration or is terminated in whole or in part termination of the Employment Period for any reason, Employee shall be deemed to have resigned from all offices, directorships, trusteeships, or other positions he may then hold with the Company or an Affiliate Entity; provided, however, Employee shall remain a -------- ------- director of the Company as an HDA Director (in addition to any other remedies Patheon may have as defined in the event of default by Shareholders Agreement) in accordance with the Client or Client may have Shareholders Agreement if the Shareholders' Agent shall notify the Company in the event of default by Patheon): (awriting immediately that this Section 3.3(a) Unless Patheon has terminated this Agreement pursuant shall not be given effect to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of such extent in connection with any such expiration or termination and termination. Such resignation shall be deemed effective immediately thereupon, without the Client shall take delivery of and pay for all undelivered Drug Product requirement that are manufactured and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed;written resignation be delivered. (b) Employee agrees that following the Client shall purchaseexpiration or termination of the Employment Period for any reason, at Patheon’s cost he will provide any services which the Company may reasonably require to discharge its continuing obligations to its clients with respect to services performed by Employee for a period not to exceed 60 days (including all costs incurred by Patheon in connection and so long as such services do not interfere with the purchase and handling any new position or employment of such InventoryEmployee), and in such events Employee will be entitled to compensation on a per diem basis at his then customary rate for such services in addition to all other payments due the Inventory applicable to Employee by the Drug Product which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or Company in accordance with Section 5.3 prior to notice of termination being given;the terms hereof. Such rate shall be negotiated between the parties in good faith. (c) The Employee hereby acknowledges and agrees that all personal property and equipment furnished to or prepared by the Client shall satisfy Employee in the purchase price payable pursuant course of or incident to Patheon’s orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and (d) Patheon shall return his employment belong to the Client Company and shall be promptly returned to the Company upon termination of the Employment Period. "Personal property" includes, without limitation, all unused Granulations books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, and all other proprietary information relating to the business of the Company; provided, however, that nothing shall preclude the Employee from retaining or removing (with shipping i) his personal rolodex and related expensescalendars; or (ii) information not containing Confidential Information (as hereinafter defined in Section 4.5) or a trade secret obtained while in the employ of HDA or the Company. The Employee cannot retain or remove personal property that is or contains Confidential Information or a trade secret obtained while in the employ of HDA or the Company. Prior to retaining or removing any personal property other than his personal rolodex and calendars, if anythe Employee will inform the Company of what personal property he intends to retain or remove. If a dispute arises between the Company and the Employee regarding the right of Employee to remove any such personal property, to be borne by the Client). Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreementshall arbitrate such dispute in a manner mutually agreeable to them. For greater certaintyFollowing termination, termination of this Agreement for the Employee will not retain any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 10 and 11 and Sections 13.1written or other tangible material containing any Confidential Information or trade secrets, 13.2, 13.3 and 13.15, all of which survive any terminationexcept as described above.

Obligations on Termination. If this Agreement expires is completed, expires, or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):then: (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall will take delivery of and pay for all undelivered Drug Product that are was manufactured and/or packaged pursuant to under a Firm OrderOrder and in accordance with the Manufacturing Requirements, at the price in effect at the time the Firm Order was placed; (b) the Client shall will purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with for the purchase and handling of such the Inventory), the Inventory applicable to the Drug Product which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 5.2 prior to notice of termination being given; (c) the Client shall will satisfy the purchase price payable pursuant to under Patheon’s orders with suppliers of Components, provided such if the orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and (d) 5.2, and Patheon shall return will transfer to the Client all unused Granulations Components covered by such Firm Orders (with shipping and related expenses, if any, to be borne by the Client); (d) Patheon will return to Client all unused Active Materials (with shipping and related expenses, if any, to be borne by Client); (e) Client acknowledges that no Patheon Competitor will be permitted access to the Manufacturing Site; and (f) Client will make commercially reasonable efforts, at its own expense, to remove from Patheon site(s), within five Business Days, all of Client’s Components, Inventory and Materials (whether current or obsolete), supplies, undelivered Product, chattels, Dedicated Equipment or other moveable property owned by Client, related to the Agreement and located at a Patheon site or that is otherwise under Patheon’s care and control (“Client Property”). If Client fails to remove the Client Property within five Business Days following the completion, termination, or expiration of the Agreement, Client will pay Patheon $100.00 per pallet, per month, one pallet minimum ($200 per pallet, per month, one pallet minimum, for any of the Client Property that contains controlled substances or requires refrigeration) thereafter for storing the Client Property and will assume any third party storage charges invoiced to Patheon regarding the Client Property. Patheon will invoice Client for the storage charges as set forth in Section 5.6 of this Agreement. Any termination or expiration of this Agreement shall will not affect any outstanding obligations or payments due hereunder prior to such the termination or expiration, nor shall will it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination or expiration of this Agreement for any reason shall will not affect the obligations and responsibilities of the parties pursuant to under Articles 10 and 6, 10, 11 and 12 and Sections 2.2(c), 3.2, 4.2(d), 5.4, 5.5(b), 5.6, 7.3, 7.4, 7.6, 7.7, 8.2, 8.4, 13.1, 13.2, 13.3 13.3, 13.5, 13.9, 13.10, 13.11, 13.15 and 13.1513.16, all of which survive any terminationtermination or expiration.

Obligations on Termination. If this Agreement expires is completed, expires, or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):then: (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall will take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to under a Firm Order, at the price in effect at the time the Firm Order was placed; (b) the Client shall will purchase, at Patheon’s cost (including all reasonable costs incurred by Patheon in connection with for the purchase and handling of such the Inventory), the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Schedule D, Section 5.3 prior to notice 1(d), unless such Inventory can be, with Client’s written approval, used by Patheon in the manufacture of termination being givenproduct for Patheon’s other customers; (c) the Client shall will satisfy the purchase price payable pursuant to under Patheon’s orders with suppliers of Components, provided such if the orders were made by Patheon in reliance on Firm Orders or in accordance with Schedule D, Section 5.3; and1(d), and provided such orders are non-cancellable (if the orders may not be cancelled without penalty, the same will be assigned to and satisfied by Client); (d) Client acknowledges that no Patheon Competitor will be permitted access to the Manufacturing Site; (e) Except for termination by Patheon under Section 4.2(a), (b) and (d), at Client’s request, Patheon shall return to the Client all unused Granulations (with shipping and related expensesevaluate, in its reasonable discretion, if anyit can continue to manufacture Products for Client and its Affiliates until such time as Client has successfully transitioned manufacture of the Products to an alternate supplier; For sake of clarity, if Patheon, acting reasonably, does not intend to continue the supply of Product, as per the above provisions, Patheon shall not be obliged to do so; (f) If requested by Client and if agreed between the Parties, Patheon shall provide reasonable assistance to Client, at Client’s sole reasonable cost on a time and materials basis, to be borne by (i) assist Client in the transfer of relevant manufacturing technology and information to an alternate supplier’s manufacturing facility, (ii) participate in teleconferences with Client in connection with the transfer, and/or (iii) provide requested documentation to Client). Any termination , at Client’s sole cost, in order to effectuate such transition. (g) Subject to Section 4.4(e) above, Client will make commercially reasonable efforts, at its own expense, to remove from Patheon site(s) within [**] Business Days following the completion, termination, or expiration of this the Agreement) all unused Active Material and Client-Supplied Components, all applicable Inventory and Materials (whether current or obsolete), supplies, undelivered Product, chattels, equipment or other moveable property owned by Client, related to the Agreement shall not affect and located at a Patheon site or that is otherwise under Patheon’s care and control (“Client Property”). If Client fails to remove the Client Property within the required period specified above, Client will pay Patheon storage fees as set forth in Schedule C, Section 4, for storing the Client Property and will assume any outstanding obligations or payments due hereunder prior third party storage charges invoiced to such termination or expiration, nor shall it prejudice any other remedies that Patheon regarding the parties may have under Client Property. Patheon will invoice Client for the storage charges as set forth in Section 2 of this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 10 and 11 and Sections 13.1, 13.2, 13.3 and 13.15, all of which survive any termination.

Obligations on Termination. If this Agreement expires or is terminated in whole or in part for any reasonas per 7.2 or as defined in this Agreement, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):Zogenix):- (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client Zogenix shall take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed; (b) the Client Zogenix shall purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory)cost, the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being given; (c) the Client Zogenix shall satisfy the purchase price payable pursuant to Patheon’s orders with suppliers of ComponentsMaterials, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and (d) Zogenix shall pay to Patheon removal and Make Good Costs associated with the removal of any of its Equipment from the Facility. For the avoidance of doubt, the Make Good Costs shall be limited to a maximum financial contribution of [***] all as evidenced by appropriate documentation provided by Patheon; and (e) Patheon shall return to the Client Zogenix or dispose of all unused Granulations Materials (with shipping shipping, disposal and related expenses, if any, to be borne by Zogenix); and (f) Except where termination of the Client)Agreement is a result of an unremediated breach by Zogenix, Patheon will provide exit services necessary to support the manufacture of Product up until such time as commercial production capability has been established in an alternative location. Zogenix will pay Patheon for the services rendered, including but not limited to production and technology transfer support, charged at rates determined in good faith between the parties; and *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (g) Where termination of the Agreement is a result of an unremediated breach by Zogenix, Patheon shall cease all Manufacturing and Support Services, except those quality and other activities that must by applicable law be continued; and (h) [***]. (i) In addition, but only in the event of either: [***]. Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 10 and 11 and Sections 13.1, 13.2, 13.3 and 13.15Article 9, all of which survive any termination. In addition thereto and for the avoidance of doubt, in the event that Zogenix reasonably believes that Patheon does not intend to fulfil its obligations hereunder and intends to terminate the Agreement contrary to the provisions herein for no legal or equitable reason then, in the case of such anticipatory breach, the parties agree that, in addition to the other remedies available herein, Zogenix reserves the right to equitable relief and to apply to the applicable court for an order for such specific performance or such other injunctive relief as may be available in equity in order to prevent irreparable harm being inflicted upon Zogenix and to ensure Patheon’s continued performance hereunder and, furthermore, Patheon shall not unreasonably challenge such application or order obtained thereunder. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Obligations on Termination. If this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by PatheonClient): (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed; (b) the Client shall purchase, at Patheon’s 's cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory), the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 5.2 prior to notice of termination being given; (c) the Client shall satisfy the purchase price payable pursuant to Patheon’s 's orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and5.2; (d) Patheon shall return to the Client all unused Granulations Active Material (with shipping and related expenses, if any, to be borne by the Client) as well as all Inventory and Components for which the Client has paid pursuant to Sections 8.5 (b) and (c); (e) Patheon shall return any and all documentation related to the Product to Client. Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 8, 10 and 11 and Sections 6.2, 6.3, 6.4, 7.3, 7.8, 13.1, 13.2, 13.3 and 13.15, all of which survive any termination.

Obligations on Termination. If this Agreement expires is completed, expires, or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):then: (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of immediately begin in good faith to mitigate all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall expenses. (b) PGx will take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to under a Firm Order, at the price in effect at the time the Firm Order was placed; (bc) the Client shall PGx will purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with for the purchase and handling of such the Inventory), the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 5.2 prior to notice of termination being given; (cd) the Client shall PGx will satisfy the purchase price payable pursuant to under Patheon’s orders with suppliers of Components, provided such if the orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and5.2; (de) Patheon shall will return to the Client PGx all unused Granulations API (with shipping and related expenses, if any, to be borne by PGx); and (f) PGx acknowledges that no competitor of Patheon will be permitted access to the ClientManufacturing Site. (g) PGx will make commercially reasonable efforts, at its own expense, to remove from Patheon site(s), within thirty Business Days, all of PGx’s Components, Inventory and Materials that are specific to Product (whether current or obsolete), supplies, undelivered Product, chattels, equipment or other moveable property owned by PGx, related to the Agreement and located at a Patheon site or that is otherwise under Patheon’s care and control (“PGx Property”). [*] Patheon will invoice PGx for the storage charges as set forth in Section 5.6 of this Agreement. Any termination or expiration of this Agreement shall will not affect any outstanding obligations or payments due hereunder prior to such the termination or expiration, nor shall will it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall will not affect the obligations and responsibilities of the parties pursuant to under Articles 10 and 11 and Sections 5.4, 5.6, 8.4, 9.2, 9.3, 13.1, 13.2, 13.3 13.3, 13.15, and 13.1513.16, all of which survive any termination.

Obligations on Termination. If this Agreement expires is completed, expires, or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):then: (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall will take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to under a Firm Order, at the price in effect at the time the Firm Order was placed; (b) the Client shall will purchase, at Patheon’s 's cost (including all costs incurred by Patheon in connection with for the purchase and handling of such the Inventory not to exceed 5% of Patheon’s actual purchase price for the Inventory), the Patheon owned Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or as provided in accordance with Section 5.3 5.2 prior to notice of termination being given. Patheon will use reasonable efforts to use this Inventory with its other clients. At Client’s option, Patheon will complete the work-in-process portion of the Inventory and upon delivery to Client, Client will remit the Product Price for the finished Product. But if Client terminates this Agreement pursuant to Sections 8.2(a), (c), (g) or (h) and, as a result, Client withdraws the Product from the market for at least 12 months and to the extent that the Inventory can’t be used by a subsequent supplier, Client will not be required to purchase the Inventory. Notwithstanding anything to the contrary in this Section 8.4(b), if Client terminates this Agreement under Section 8.2(c), it will not be required to purchase any Inventory which Patheon has received and has not paid for due to Patheon’s insolvency, bankruptcy, or assignment of this Agreement for the benefit of creditors; (c) the Client shall will satisfy the purchase price payable pursuant to under Patheon’s 's orders with suppliers of Components, provided such if the orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.35.2 (to the extent not covered in Section 8.4(b)). But if Client terminates this Agreement pursuant to Sections 8.2(a), (c), (g) or (h) and, as a result. Client withdraws the Product from the market for at least 12 months and to the extent the Components can’t be used by a subsequent supplier, Client will not be required to pay for Patheon orders with its suppliers; (d) Client acknowledges that no Competitor of Patheon will be permitted access to the Manufacturing Site; and (de) Client will make commercially reasonable efforts, at its own expense, to remove from Patheon shall return site(s), within five Business Days, all of Client’s Components, Materials and Inventory (whether current or obsolete), supplies, undelivered Product, chattels, equipment or other moveable property owned by Client, related to the Agreement and located at a Patheon site or that is otherwise under Patheon’s care and control (“Client all unused Granulations Property”). If Client fails to remove the Client Property within five Business Days (with shipping except for Client Property that requires permits or quotas to move in which Client will use reasonable efforts to move within six months) following the completion, termination, or expiration of the Agreement Client will pay Patheon $100.00 per pallet, per month, one pallet minimum ($200 per pallet, per month, one pallet minimum, for any of the Client Property that contains controlled substances or requires refrigeration) thereafter for storing the Client Property and related expenses, if any, will assume any third party storage charges invoiced to be borne by Patheon regarding the Client)Client Property. Patheon will invoice Client for the storage charges as set forth in Section 5.6 of this Agreement. Any termination or expiration of this Agreement shall will not affect any outstanding obligations or payments due hereunder prior to such the termination or expiration, nor shall will it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall will not affect the obligations and responsibilities of the parties pursuant to under Articles 10 and 11 and Sections 5.4, 5.6, 7.3, 7.4, 8.4, 13.1, 13.2, 13.3 13.3, 13.15 and 13.1513.16, all of which survive any termination.

Obligations on Termination. If this a Product Agreement expires is completed, expires, or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):then: (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall will take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or or packaged pursuant to in accordance with this Agreement, the Processing Instructions, Specifications, cGMPs and all Applicable Laws under a Firm OrderOrder , at the price Price in effect at the time the Firm Order was placedreleased; (b) the Client shall purchasewill purchase all Inventory that was purchased (or will be purchased under existing unfulfilled orders for Components), maintained or produced by Patheon in contemplation of filling Firm Orders, all in accordance with Section 5.2, at Patheon’s 's cost (including all costs incurred by Patheon in connection with for the purchase purchase, handling, and handling processing of such the Inventory), the Inventory applicable to the Drug Product which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being given; (c) Client, [***], will remove from the Client shall satisfy Manufacturing Site, [***] of the purchase price payable pursuant Product Agreement, all unused DS and Client-Supplied Components, all applicable Inventory (whether current or obsolete), supplies, undelivered Product, chattels, equipment or other moveable property owned by Client, related to the Agreement and located at the Manufacturing Site or that is otherwise under Patheon’s orders with suppliers care and control (“Client Property”). Patheon may ship Client Property to Client or to an external warehouse at Client’s risk and expense. If Client fails to remove Client Property [***] of Componentsthe Product Agreement, provided such orders were made by Client will assume all risk of loss or damage to the stored Client Property and it will be Client’s responsibility to have appropriate insurance coverage in place for this risk. If Client asks Patheon in reliance on Firm Orders or in accordance with Section 5.3to destroy any Client Property, Client will be responsible for the cost of destruction; and (d) Patheon shall return to the Client all unused Granulations (with shipping and related expensesany completion, if any, to be borne by the Client). Any termination or expiration of this Agreement shall or a Product Agreement will not affect any prior outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall will it prejudice any other remedies that the parties may have under this Agreement or a Product Agreement or any related Capital Equipment Agreement. For greater certaintyCompletion, termination or expiration of this Agreement or of a Product Agreement for any reason shall will not affect the obligations and responsibilities of the parties pursuant to Articles 10 under Sections 5.1(e), 5.1(f), 5.4, 5.5, 8.3, 10, 11, 12, 13.14, 13.15 and 11 and Sections 13.1, 13.2, 13.3 and 13.1513.16, all of which survive any terminationcompletion, termination or expiration, as well as any other provisions that are by implication or otherwise intended to survive any completion, termination or expiration. Where Patheon has agreed to provide stability services beyond the final supply of Product, the relevant provisions of this Agreement will survive for the agreed duration of those stability services.

Obligations on Termination. If this Agreement is completed, expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon APP may have in the event of default by the Client or Client may have in the event of default by PatheonMDCO): (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client MDCO shall take delivery of and pay for all undelivered Drug Product that are manufactured and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed; (b) the Client MDCO shall purchase, at Patheon’s APP's cost (including all costs incurred by Patheon APP in connection with the purchase and handling of such Inventory), the Inventory applicable to the Drug Product which that cannot reasonably be used for other Product produced by APP, that was purchased, produced or maintained by Patheon APP in contemplation of filling Firm Orders or in accordance with Section 5.3 5.1 prior to notice of termination being given; (c) the Client MDCO shall satisfy the purchase price payable pursuant to Patheon’s APP's orders with suppliers of Components, provided such orders were made by Patheon APP in reliance on Firm Orders or in accordance with Section 5.3; andOrders; (d) Patheon APP shall return to the Client MDCO all unused Granulations Active Materials, retains and samples (with shipping and related expenses, if any, to be borne by MDCO) and MDCO shall be obligated to maintain any stability protocols set out in the Client)Specifications; and e) MDCO shall pay any amounts due under the provisions of this Section 8.4 within [**] days of the date of termination or expiry of this Agreement. Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties Parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties Parties pursuant to Articles 10 1, 8, 9, 10, 11, 12, and 11 13 and Sections 13.16.2, 13.26.3, 13.3 and 13.156.4, all of which survive any termination.

Obligations on Termination. If this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon): Client): (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed; ; (b) the Client shall purchase, at Patheon’s 's cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory), the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 5.2 prior to notice of termination being given; ; (c) the Client shall satisfy the purchase price payable pursuant to Patheon’s 's orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.35.2; and (d) Patheon shall return to the Client all unused Granulations Active Material (with shipping and related expenses, if any, to be borne by the Client) as well as all Inventory and Components for which the Client has paid pursuant to Sections 8.5 (b) and (c); -24- <PAGE> (e) Patheon shall return any and all documentation related to the Product to Client. Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 8, 10 and 11 and Sections 6.2, 6.3, 6.4, 7.3, 7.8, 13.1, 13.2, 13.3 and 13.15, all of which survive any termination.. ARTICLE 9

Obligations on Termination. If this Agreement is completed, expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by PatheonMDCO): (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client MDCO shall take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed; (b) the Client MDCO shall purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory), the Inventory applicable to the Drug Product which Products that cannot reasonably be used for other products produced by Patheon, that was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 5.2 prior to notice of termination being given; (c) the Client MDCO shall satisfy the purchase price payable pursuant to Patheon’s orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and5.2; (d) Patheon shall return to the Client MDCO all unused Granulations Active Materials (with shipping and related expenses, if any, to be borne by MDCO); and e) MDCO acknowledges that no competitor of Patheon shall be permitted access to the ClientManufacturing Site; f) MDCO shall make commercially reasonable efforts, at its own expense, to remove from Patheon site(s), within fifteen (15) Business Days, all of MDCO’s unused Active Materials, Components and Inventory (whether current or obsolete), supplies, undelivered Product, chattels, Equipment or other moveable property owned by MDCO, related to the Agreement and located at a Patheon site or that is otherwise under Patheon’s care and control (“MDCO Property”). MDCO shall pay to Patheon a thirty Euro (€30.00) per pallet space per month storage fee for all MDCO Property remaining at Patheon’s site(s) after the fifteenth (15th) Business Day following the completion, termination or expiration of the Agreement and will assume any third party storage charges invoiced to Patheon regarding any such MDCO Property. Patheon will invoice MDCO for such storage charges according to the provisions of section 5.5 of this Agreement. Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties Parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties Parties pursuant to Articles 4, 5, 6, 10 and 11 and Sections 7.4, 8.4, 13.1, 13.2, 13.3 and 13.1513.16, all of which survive any termination. g) MDCO shall pay any amounts due under the provisions of this Section 8.4 within 30 days of the date of termination or expiry of this Agreement.

Obligations on Termination. If this Agreement expires is completed, expires, or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):then: (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall will take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to under a Firm OrderOrder according to the terms of this Agreement, at the price in effect at the time the Firm Order was placed; (b) the Client shall will purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with for the purchase and handling of such the Inventory), . the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being givenOrders; (c) the Client shall will satisfy the purchase price payable pursuant to under Patheon’s orders with suppliers of Components, provided such if the orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; andOrders; (d) Patheon shall will return to the Client all unused Granulations Active Materials (with shipping and related expenses, if any, to be borne by the Client); and (e) Client acknowledges that no competitor of Patheon will be permitted access to the Manufacturing Site. (f) Patheon will, at its own expense. remove from Patheon site(s) and deliver to Client, within [...***...], all of Client’s Components, Inventory and Materials (whether current or obsolete), supplies, undelivered Product, chattels, [E]equipment or other moveable property owned by Client, related to the Agreement and located at a Patheon site or that is otherwise under Patheon’s care and control (“Client Property”). If Client requests that the Client Property be stored at Patheon, following the completion, termination, or expiration of the Agreement Client will pay Patheon […***…] thereafter for storing the Client Property and will assume any third party storage charges invoiced to Patheon regarding the Client Property. Patheon will invoice Client for the storage charges as set forth in Section 5.6 of this Agreement. Any termination or expiration of this Agreement shall will not affect any outstanding obligations or payments due hereunder prior to such the termination or expiration, nor shall will it prejudice any other remedies that the parties may have under this Agreement [or any related Capital Equipment Agreement]. For greater certainty, termination of this Agreement for any reason shall will not affect the obligations and responsibilities of the parties pursuant to under Articles 10 and 11 and Sections 5.4, 5.6, 8.4, 13.1, 13.2, 13.3 13.3, and 13.15, all of which survive any termination.

Obligations on Termination. If this a Product Agreement expires expires, or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):then: (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall will take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or and packaged pursuant to in accordance with this Agreement under a Firm OrderOrder for such Product, at the price Price in effect at the time the Firm Order was placed; (b) the Client shall purchasewill purchase all Inventory that was purchased (or will be purchased under existing unfulfilled orders for Components), maintained or produced by Patheon solely and specifically in contemplation of filling Firm Orders submitted by Client prior to notice of termination or expiration (as applicable) or in accordance with Section 5.2, at Patheon’s 's actual cost (including all costs incurred by Patheon for the purchase, handling, and processing of the Inventory). If Patheon uses non-expired Components in connection with the purchase and handling manufacture of third party products, Client will receive a credit for the cost of such Inventory), the Inventory applicable Components to the Drug Product which was purchasedextent paid by Client. Patheon shall use good faith, produced or maintained by Patheon in contemplation reasonable efforts minimize creation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being given;Obsolete Stock. (c) Client, at its own expense, will remove from the Client shall satisfy Manufacturing Site, within [***] following the purchase price payable pursuant completion, termination, or expiration of the Product Agreement, all unused API and Client-Supplied Components, all applicable Inventory (whether current or obsolete), supplies, undelivered Product, chattels, equipment or other moveable property owned by Client, related to the Agreement and located at the Manufacturing Site or that is otherwise under Patheon’s orders with suppliers care and control (“Client Property”). If Client does not remove such Client Property within the 30 day period, Client will pay Patheon [***] for any of ComponentsClient Property that contains controlled substances, provided such orders were made by requires refrigeration or other special storage requirements) after that for storing Client Property and will assume any third party storage charges invoiced to Patheon regarding Client Property (which Patheon may incur at its discretion). Patheon may ship Client Property to Client or to an external warehouse at Client’s risk and expense. Patheon will invoice Client for these storage charges as set out in reliance on Firm Orders Section 5.3 of this Agreement. If Client fails to remove Client Property within [***] following the completion, termination, or expiration of the Product Agreement, Client will assume all risk of loss or damage to the stored Client Property and it will be Client’s responsibility to have appropriate insurance coverage in accordance with Section 5.3place for this risk. If Client asks Patheon to destroy any Client Property, Client will be responsible for the cost of destruction; and (d) Patheon shall return to the Client all unused Granulations (with shipping and related expenses, if any, to be borne by the Client). Any any termination or expiration of this Agreement shall or a Product Agreement will not affect any prior outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall will it prejudice any other remedies that either of the parties Parties may have under this AgreementAgreement or a Product Agreement or any related Capital Equipment Agreement for breaches obligations occurring prior to the termination. For greater certainty, termination Termination or expiration of this Agreement or of a Product Agreement for any reason shall will not affect the obligations and responsibilities of the parties pursuant to Articles 10 Parties under Sections 5.1(e), 5.1(f), 5.4, 5.5, 8.3, 10, 11, 12, 13.14, 13.15 and 11 and Sections 13.1, 13.2, 13.3 and 13.1513.16, all of which survive any terminationtermination or expiration, as well as any other provisions that are by implication or otherwise intended to Confidential Page 28 of 47 survive any termination or expiration. Where Patheon has agreed to provide stability services beyond the final supply of Product, the relevant provisions of this Agreement will survive for the agreed duration of those stability services.

Obligations on Termination. If this Agreement expires is completed, expires, or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):then: (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall will take delivery of and pay for all undelivered Drug Product conforming Products that are manufactured and/or packaged pursuant to under a Firm Order, at the price in effect at the time the Firm Order was placed; (b) the other than a termination by Client shall purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventorypursuant to Sections 8.2(a), the Inventory applicable to the Drug Product which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being given; (c) the Client shall will satisfy the purchase price payable pursuant to under Patheon’s orders with suppliers of Components, provided such if the orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.35.2, to the extent that Patheon’s open purchase orders with its suppliers for such Components cannot be cancelled provided that Patheon deliver any such Components to Client and shall not use any such Components for itself or any third party; (c) Client acknowledges that no Patheon Competitor will be permitted access to the Manufacturing Site; and (d) Client will make commercially reasonable efforts, at its own expense, to remove from Patheon shall return site(s), [**], all unused Active Material, Client-Supplied Components, and Components for which Client is obligated to reimburse Patheon pursuant to Section 5.2, undelivered Product, chattels, equipment or other moveable property owned by Client, related to this Agreement and located at a Patheon site or that is otherwise under Patheon’s care and control (“Client Property”). If Client fails to remove the Client all unused Granulations (with shipping Property within [**] following the completion, termination, or expiration of this Agreement, [**] unless otherwise approved in writing by Client. Except as set forth in Sections 8.4(a) and related expenses8.4(b) above, if any, to be borne by the Client). Any any termination or expiration of this Agreement shall will not affect any outstanding obligations or payments due hereunder prior to such the termination or expiration, nor shall will it prejudice any other remedies that the parties may have under this Agreement or any related Capital Equipment Agreement. For greater certainty, termination of this Agreement for any reason shall will not affect the obligations and responsibilities of the parties pursuant to under Articles 6, 10 and 11 and Sections 3.2(a), 5.4, 5.5, 7.3, 8.4, 13.1, 13.2, 13.3 13.3, 13.9, 13.15, 13.16, 13.17 and 13.1513.18, all of which survive any termination. [**] = 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.

Obligations on Termination. If this Agreement expires or is terminated in whole or in part for any reasonas per 7.2 or as defined in this Agreement, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):Zogenix):- (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client Zogenix shall take delivery of and pay for all undelivered Drug Product Products that are manufactured *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed; (b) the Client Zogenix shall purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory)'s cost, the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being given; (c) the Client Zogenix shall satisfy the purchase price payable pursuant to Patheon’s 's orders with suppliers of ComponentsMaterials, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and (d) Zogenix shall remove all its Equipment from the Facility within [***]calendar days of the date of termination failing which Zogenix shall pay to Patheon a fee equivalent to [***]. Moreover, Zogenix shall pay to Patheon removal and Make Good Costs associated with the removal of any of its Equipment from the Facility. For the avoidance of doubt, the Make Good Costs shall be limited to a maximum financial contribution of [***] all as evidenced by appropriate documentation provided by Patheon; and (e) Patheon shall return to the Client Zogenix or dispose of all unused Granulations Materials (with shipping shipping, disposal and related expenses, if any, to be borne by Zogenix); and (f) Where termination of the Client)Agreement is a result of an unremediated breach by Zogenix, Patheon shall cease all Manufacturing and Support Services, except those quality and other activities that must by applicable law be continued; and (g) In addition, but only in the event of termination for cause by Patheon during the Term then Zogenix shall immediately pay to Patheon an amount equivalent to the [***]. However, no such Break Fee shall be due in the event that termination by either Party is due to an event of Force Majeure; and (h) Patheon will continue to: (i) Transfer or make available documentation, and (where possible) information and expertise, to Zogenix which (a) Patheon is obliged to keep pursuant to cGMP and which, pursuant to such cGMP, Zogenix is unable to keep or (b) which Patheon has chosen to keep beyond the Term or (c) as agreed by the Parties in any executed technology transfer proposal; (ii) Stability test products pursuant to section 2.1(d) up until [***] even if manufacturing ceases prior to that time; and (iii) Subject to the limits of liability stated within this Agreement, fulfil its remaining obligations pursuant to Sections 5.10 and 6.2 save that Patheon shall not be obliged to manufacture replacement Batches but instead shall reimburse Zogenix its reasonable costs in having replacement Batches manufactured; *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties Parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties Parties pursuant to Articles 10 and 11 and Sections 13.1, 13.2, 13.3 and 13.15Article 9, all of which survive any termination. In addition thereto and for the avoidance of doubt, in the event that Zogenix reasonably believes that Patheon does not intend to fulfil its obligations hereunder and intends to terminate the Agreement contrary to the provisions herein for no legal or equitable reason then, in the case of such anticipatory breach, the Parties agree that, in addition to the other remedies available herein, Zogenix reserves the right to equitable relief and to apply to the applicable court for an order for such specific performance or such other injunctive relief as may be available in equity in order to prevent irreparable harm being inflicted upon Zogenix and to ensure Patheon’s continued performance hereunder and, furthermore, Patheon shall not unreasonably challenge such application or order obtained thereunder.

Obligations on Termination. If this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by PatheonClient): (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed; (b) the Client shall purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory)plus 10%, the Inventory applicable to the Drug Product which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 5.2 prior to notice of termination being given; (c) the Client shall satisfy the purchase price payable pursuant to Patheon’s orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; andOrders; (d) Patheon shall return to the Client all unused Granulations (Active Pharmaceutical Ingredient with shipping shipping, and related expenses, if any, to be borne by the Client), unless termination results from a breach by Patheon of its obligation hereunder. Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 10 and 11 and Sections 13.1, 13.2, 13.3 and 13.15Article 9, all of which survive any termination.

Obligations on Termination. If this Agreement expires is completed, expires, or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):then: (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall will take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to under a Firm OrderOrder according to the terms of this Agreement, at the price in effect at the time the Firm Order was placed; (b) the Client shall will purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with for the purchase and handling of such the Inventory), . the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being givenOrders; (c) the Client shall will satisfy the purchase price payable pursuant to under Patheon’s orders with suppliers of Components, provided such if the orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; andOrders; (d) Patheon shall will return to the Client all unused Granulations Active Materials (with shipping and related expenses, if any, to be borne by the Client); and (e) Client acknowledges that no competitor of Patheon will be permitted access to the Manufacturing Site. (f) Patheon will, at its own expense. remove from Patheon site(s) and deliver to Client, within [***], all of Client’s Components, Inventory and Materials (whether current or obsolete), supplies, undelivered Product, chattels, [E]equipment or other moveable property owned by Client, related to the Agreement and located at a Patheon site or that is otherwise under Patheon’s care and control (“Client Property”). If Client requests that the Client Property be stored at Patheon, following the completion, termination, or expiration of the Agreement Client will pay Patheon [***] thereafter for storing the Client Property and will assume any third party storage charges invoiced to Patheon regarding the Client Property. Patheon will invoice Client for the storage charges as set forth in Section 5.6 of this Agreement. Any termination or expiration of this Agreement shall will not affect any outstanding obligations or payments due hereunder prior to such the termination or expiration, nor shall will it prejudice any other remedies that the parties may have under this Agreement [or any related Capital Equipment Agreement]. For greater certainty, termination of this Agreement for any reason shall will not affect the obligations and responsibilities of the parties pursuant to under Articles 10 and 11 and Sections 5.4, 5.6, 8.4, 13.1, 13.2, 13.3 13.3, and 13.15, all of which survive any termination.

Obligations on Termination. If this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon either party may have in the event of default by the Client or Client may have in the event of default by Patheonother party): (a) Unless Patheon has Mylan shall cease the manufacture and packaging of Products and shall terminate any unfilled orders with third parties that Mylan may have previously submitted with respect to Active Materials and Components to the extent such orders may be terminated this Agreement pursuant to Section 8.2(dor revoked; (b) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client Somaxon shall take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged Packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed; provided that no such payment shall be due from Somaxon if this Agreement is terminated by Somaxon pursuant to Section 8.2(a), including, but not limited to, termination for Mylan’s failure to provide Manufacturing Services in respect of such undelivered Products in accordance with the Specifications and Applicable Laws, including cGMPs, or if this Agreement is terminated by Somaxon pursuant to Section 8.2(b); (bc) the Client Somaxon shall purchase, at PatheonMylan’s cost out-of-pocket costs (including all costs incurred by Patheon in connection with the purchase and handling of such Inventorywithout xxxx-up or surcharge), the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon Mylan in contemplation of filling Firm Orders or in accordance with Section 5.3 5.1(b) prior to notice of termination being given; provided that no such payment shall be due from Somaxon if this Agreement is terminated by Somaxon pursuant to Section 8.2(a), including, but not limited to, termination for Mylan’s failure to provide Manufacturing Services in accordance with the Specifications and Applicable Laws, including cGMPs, or if this Agreement is terminated by Somaxon pursuant to Section 8.2(b); (cd) the Client shall satisfy the purchase price payable if this Agreement is terminated by Somaxon pursuant to PatheonSection 8.2(a), including, but not limited to, termination for Mylan’s orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or failure to provide Manufacturing Services in accordance with the Specifications and Applicable Laws, including cGMPs, or if this Agreement is terminated by Somaxon pursuant to Section 5.38.2(b), Somaxon shall have the option but not the obligation to take title to, possession of, all of any (i) undelivered Products and (ii) Inventory, including, but not limited to Active Materials and/or Components, in each case only after Somaxon has made any payment(s) which may be required, and Mylan shall cooperate with Somaxon in the surrender, delivery and transfer of such items as promptly as is commercially reasonable, with any shipping and related expenses to be borne by Mylan; (e) if this Agreement is terminated for any reason other than by Somaxon pursuant to Sections 8.2(a) or 8.2(b), Somaxon shall have the obligation to take title to, possession of, all of any (i) undelivered Products and (ii) Inventory, including, but not limited to Active Materials and/or Components, in each case only after Somaxon has made any payment(s) which may be required, and Mylan shall cooperate with Somaxon in the surrender, delivery and transfer of such items as promptly as is commercially reasonable, with any shipping and related expenses to be borne by Somaxon; and (df) Patheon upon the request of Somaxon, and at Somaxon’s sole expense (unless this Agreement is terminated by Somaxon pursuant to Section 8.2(a), in which case it shall return be at Mylan’s expense), Mylan shall provide such assistance as is reasonably necessary to assist Somaxon in transferring the Client all unused Granulations (with shipping and related expenses, if any, manufacture of the Product to be borne by the Client)another facility. Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 10 Article 1, Article 8, Article 9, Article 10, Article 11, Article 12 and 11 Article 13, and Sections 13.16.2, 13.26.3, 13.3 6.4, 6.5, 7.3, 7.4, 7.6, and 13.157.7, together with all other provisions of this Agreement that are required to survive to give effect to Section 8.4 with respect to Manufacturing Services for pending Firm Orders and payment therefore, all of which survive any termination.

Obligations on Termination. If Upon any expiration or termination of this Agreement expires Contract (i) Seller will immediately return and deliver to Buyer (A) all drawings, designs and all other documents provided by Buyer, and (B) any property of Buyer or is terminated in whole Buyer’s customer including, without limitation, all raw materials, packaging, and dunnage, (ii) Buyer shall have the right to inspect Seller’s premises to confirm that Seller has returned all such materials to Buyer, (iii) Seller agrees to take all actions as may be required (and requested) and consistent with industry standard transition assistance to transition the Goods from Seller to a successor supplier or in part Buyer, and (iv) subject to these Terms and Conditions, Buyer will (x) pay Seller any undisputed amounts for any reason, then (in addition conforming Goods that have been delivered to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon): (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending Buyer as of the date of expiration or termination and (y) purchase all outstanding amounts of raw materials, packaging materials, and such other materials purchased exclusively for Buyer (consistent with the Client shall take delivery of and pay for all undelivered Drug Product that are manufactured and/or packaged pursuant to a Firm Order, Forecast or those levels approved by Buyer) at the price in effect at actual documented cost paid by Seller. Notwithstanding the time the Firm Order was placed; (b) the Client shall purchaseforegoing, at Patheon’s cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory), the Inventory applicable to the Drug Product which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with payments made under this Section 5.3 prior to notice of termination being given; (c) the Client shall satisfy will not exceed the purchase price that otherwise would have been payable by Buyer for either (1) finished Goods that would have been produced by Seller under this Contract on the date of termination pursuant to Patheonan outstanding Purchase Order or (2) raw material, packaging materials, and such other materials purchased exclusively for Buyer and expressly authorized by Buyer in writing. Buyer will not be liable, and will not be required to make payments to Seller (whether arising for a Termination for Convenience, Termination for Cause, or otherwise) directly or indirectly, on account of claims by Seller’s orders with suppliers subcontractors, for loss of Componentsanticipated profit, provided such orders were made by Patheon in reliance unabsorbed overhead, interest on Firm Orders claims, product development and engineering costs, facilities and equipment rearrangement costs or in accordance with Section 5.3; and (d) Patheon shall return to the Client all unused Granulations (with shipping rental, unamortized depreciation costs, general and related expensesadministrative burden charges, if any, to be borne by the Client)or any other charges from termination of this Contract or otherwise. Any Upon termination or expiration of this Agreement Contract for any reason, each and every section or provision that by its terms should survive and remain valid in this Contract (including these Terms and Conditions) shall not affect any outstanding obligations survive and remain valid after the expiration or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 10 and 11 and Sections 13.1, 13.2, 13.3 and 13.15, all of which survive any termination.Contract.‌

Obligations on Termination. (a) If this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon either Party may have in the event of default by the Client or Client may have in the event of default by Patheonother Party): (ai) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall shall, subject to Client’s right to reject such Products under Section 6.1, take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged prior to the date of termination pursuant to a Firm Order, Order delivered to Patheon prior to such termination at the price in effect at the time the Firm Order was placed; (ii) Patheon shall return to the Client all unused Active Materials (with shipping and related expenses, if any, to be borne by the Client); and (iii) Patheon shall reasonably cooperate with Client and assist in the transfer to Client of all legal and technical documents concerning Active Materials and Products, including master batch records, validation reports, stability reports and relevant manufacturer authorizations, existing retention samples and all such other documents and materials as may be reasonably necessary or useful for Client to source Products from other qualified third parties. (b) Further, if this Agreement is terminated by Patheon pursuant to Sections 8.2(a) or 8.2(b), or in the event of termination by Client pursuant to Section 8.3, then, subject to Section 3.7(c): (i) the Client shall purchase, at Patheon’s cost out-of-pocket costs (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory), the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or and in accordance with this Agreement, the Specifications and Section 5.3 3.7(b) prior to notice of termination being given; (cii) the Client shall satisfy reimburse to Patheon the purchase price payable pursuant to Patheon’s non-cancellable orders with suppliers of ComponentsComponents made prior to notice of termination being given, provided such orders were made by Patheon in reliance on Firm Orders or and in accordance with this Agreement, the Specifications and Section 5.33.7(b); and (d) Patheon shall return to the Client all unused Granulations (with shipping and related expenses, if any, to be borne by the Client). Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties Parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties Parties pursuant to Articles 10 1, 6 and 11 10-13 and Sections 13.13.2, 13.24.2, 13.3 and 13.157.3, 7.5-7.7, 8.4, 9.2-9.6 all of which survive any terminationtermination or expiration.

Obligations on Termination. If this Agreement expires is completed, expires, or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):then: (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall will take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to under a Firm OrderOrder according to the terms of this Agreement, at the price in effect at the time the Firm Order was placed; (b) the Client shall will purchase, at Patheon’s 's cost (including all costs incurred by Patheon in connection with for the purchase and handling of such the Inventory), . the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being givenOrders; (c) the Client shall will satisfy the purchase price payable pursuant to under Patheon’s 's orders with suppliers of Components, provided such if the orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; andOrders; (d) Patheon shall will return to the Client all unused Granulations Active Materials (with shipping and related expenses, if any, to be borne by the Client); and (e) Client acknowledges that no competitor of Patheon will be permitted access to the Manufacturing Site. (f) Patheon will, at its own expense. remove from Patheon site(s) and deliver to Client, within […***…], all of Client's Components, Inventory and Materials (whether current or obsolete), supplies, undelivered Product, chattels, [E]equipment or other moveable property owned by Client, related to the Agreement and located at a Patheon site or that is otherwise under Patheon's care and control (“Client Property”). If Client requests that the Client Property be stored at Patheon, following the completion, termination, or expiration of the Agreement Client will pay Patheon […***…] thereafter for storing the Client Property and will assume any third party storage charges invoiced to Patheon regarding the Client Property. Patheon will invoice Client for the storage charges as set forth in Section 5.6 of this Agreement. Any termination or expiration of this Agreement shall will not affect any outstanding obligations or payments due hereunder prior to such the termination or expiration, nor shall will it prejudice any other remedies that the parties may have under this Agreement [or any related Capital Equipment Agreement]. For greater certainty, termination of this Agreement for any reason shall will not affect the obligations and responsibilities of the parties pursuant to under Articles 10 and 11 and Sections 5.4, 5.6, 8.4, 13.1, 13.2, 13.3 13.3, and 13.15, all of which survive any termination.

Obligations on Termination. If this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in In the event of default any termination under this Section, unless otherwise agreed by Buyer and Seller, Buyer shall pay to Seller the Client or Client may have in the event of default by Patheon): (following amounts, without duplication: a) Unless Patheon has terminated this the Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall take delivery of and pay price for all undelivered Drug Product goods, services or Material/Service that are manufactured and/or packaged pursuant to a Firm Orderhave been completed and delivered in conformance with the Agreement and not previously paid for, at the price in effect at the time the Firm Order was placed; (and b) the Client shall purchase, at Patheon’s cost (including all actual and reasonable costs of work-in-process and raw material/services incurred by Patheon in connection with the purchase and handling of such Inventory)Seller, less, the Inventory applicable sum of the reasonable value or costs (whichever is higher) of any goods or material/services used or sold by Seller with Xxxxx’s written consent. Notwithstanding the foregoing, Buyer will make no payment for finished goods, work-in-process or raw material/services fabricated or procured by Seller in amounts in excess of those authorized or necessary to meet the Drug Product which was purchased, produced then existing delivery schedules nor for any undelivered goods that are in Seller’s standard stock or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being given; (c) the Client shall satisfy the purchase price payable that are readily marketable. Buyer’s maximum liability for payments pursuant to Patheon’s orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and (d) Patheon shall return to the Client all unused Granulations (with shipping and related expenses, if any, to be borne by the Client). Any termination or expiration of this Agreement paragraph shall not affect any outstanding obligations exceed the total of all required payments under the T&C minus those actually made. In no event shall Buyer be liable for “damages” incurred by Seller on termination, including, but not limited to payments owed to Seller’s subcontractors or for loss of anticipated profits, unabsorbed overhead, interest, product development or engineering costs, facilities and equipment costs or rental, unrecovered depreciation costs, or general and administrative burden charges. Seller shall submit its claim for payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For greater certaintyparagraph, termination of this Agreement for any reason shall not affect the obligations and responsibilities with supporting documentation, within 60 days of the parties pursuant effective termination date. Buyer shall have the right to Articles 10 audit the relevant books and 11 records, facilities, work, material/service, Material/Service, inventories and Sections 13.1, 13.2, 13.3 and 13.15, all of which survive any terminationother items relating to Seller’s claim.

Obligations on Termination. If this Agreement expires is completed, expires, or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):then: (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall will take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to under a Firm OrderOrder according to the terms of this Agreement, at the price in effect at the time the Firm Order was placed; (b) the Client shall will purchase, at Patheon’s 's cost (including all costs incurred by Patheon in connection with for the purchase and handling of such the Inventory), the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being givenOrders; (c) the Client shall will satisfy the purchase price payable pursuant to under Patheon’s 's orders with suppliers of Components, provided such if the orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; andOrders; (d) Patheon shall will return to the Client all unused Granulations Active Materials (with shipping and related expenses, if any, to be borne by the Client); and (e) Client acknowledges that no competitor of Patheon will be permitted access to the Manufacturing Site. (f) Patheon will, at its own expense, remove from Patheon site(s) and deliver to Client, within [*****], all of Client’s Components, Inventory and Materials (whether current or obsolete), supplies, undelivered Product, chattels, equipment or other moveable property owned by Client, related to the Agreement and located at a Patheon site or that is otherwise under Patheon’s care and control (“Client Property”). If Client requests that the Client Property be stored at Patheon, following the completion, termination, or expiration of the Agreement Client will pay Patheon [*****] thereafter for storing the Client Property and will assume any third party storage charges invoiced to Patheon regarding the Client Property. Patheon will invoice Client for the storage charges as set forth in Section 5.6 of this Agreement. Any termination or expiration of this Agreement shall will not affect any outstanding obligations or payments due hereunder prior to such the termination or expiration, nor shall will it prejudice any other remedies that the parties may have under this Agreement [or any related Capital Equipment Agreement]. For greater certainty, termination of this Agreement for any reason shall will not affect the obligations and responsibilities of the parties pursuant to under Articles 10 and 11 and Sections 5.4, 5.6, 8.4, 13.1, 13.2, 13.3 13.3, and 13.15, all of which survive any termination.

Obligations on Termination. If this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon either party may have in the event of default by the Client or Client may have in the event of default by Patheonother party): (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing cease the manufacture of all Firm Orders for Drug Product pending as of Products and shall terminate any unfilled orders with third parties that Patheon may have previously submitted with respect to Active Materials and Components to the date of expiration extent such orders may be terminated or termination and revoked; (b) the Client shall take delivery of and pay for all undelivered Drug Product Products that are manufactured and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed; provided that no such payment shall be due from the Client if this Agreement is terminated by Client pursuant to Section 8.2(a), including, but not limited to, termination for Patheon’s failure to provide Manufacturing Services in respect of such undelivered Products in accordance with the Specifications and cGMPs; (bc) the Client shall purchase, at Patheon’s cost [***] costs (including all costs incurred by Patheon [***] in connection with the purchase and handling of such Inventory), the Inventory applicable to the Drug Product Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 5.2 prior to notice of termination being given; provided that no such payment shall be due from the Client if this Agreement is terminated by Client pursuant to Section 8.2(a), including, but not limited to, termination for Patheon’s failure to provide Manufacturing Services in accordance with the Specifications and cGMPs; (cd) the Client shall satisfy the purchase price payable pursuant to Patheon’s orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.35.2; provided that no such payment shall be due from the Client if this Agreement is terminated by Client pursuant to Section 8.2(a), including, but not limited to, termination for Patheon’s failure to provide Manufacturing Services in accordance with the Specifications and cGMPs; (e) if this Agreement is terminated by Client pursuant to Section 8.2(a), including, but not limited to, termination for Patheon’s failure to provide Manufacturing Services in accordance with the Specifications and cGMPs, the Client shall have the option but not the obligation to take title to, possession of, all of any (i) undelivered Products and (ii) Inventory, including, but not limited to Active Materials and/or Components, in each case only after the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Client has made any payment(s) which may be required under this Section 8.5 above, and Patheon shall cooperate with the Client in the surrender, delivery and transfer of such items as promptly as is commercially reasonable, with any shipping and related expenses to be borne by [***]; (f) if this Agreement is terminated for any reason other than pursuant to Section 8.2(a), the Client shall have the obligation to take title to, possession of, all of any (i) undelivered Products and (ii) Inventory, including, but not limited to Active Materials and/or Components, in each case only after the Client has made any payment(s) which may be required under this Section 8.5 above, and Patheon shall cooperate with the Client in the surrender, delivery and transfer of such items as promptly as is commercially reasonable, with any shipping and related expenses to be borne by [***]; (g) upon the request of the Client, and at the Client’s expense, Patheon shall provide such assistance as is reasonably necessary to assist the Client in transferring the manufacture of the Product to another facility; provided, however, no competitor of Patheon shall be permitted to have access to the Manufacturing Site; and (dh) upon the request of the Client, Patheon shall cooperate in the technology transfer of the manufacture of the Products to a third-party supplier/manufacturer selected by the Client in its sole discretion. In furtherance of the technology transfer, Patheon shall make its employees and other internal resources reasonably available to the Client and the designated third-party supplier/manufacturer and provide copies of all technology, documents, data and other information constituting manufacturing know-how or otherwise necessary for regulatory qualification of the successor manufacturing process. Any such third-party supplier/ manufacturer that the Client may designate to manufacture the Products shall be required to sign a customary and appropriate confidentiality agreement with Patheon with respect to the nondisclosure and use of any such manufacturing know-how or other confidential information transferred. With respect to all documents, data and other information provided in connection with the technology transfer, (i) Patheon shall return be responsible for the cost of providing a single copy only; and (ii) in addition to paper and other tangible copies, Patheon shall, upon the Client’s request, also provide to the Client all unused Granulations and/or the third-party supplier/manufacturer electronic copies of such documents, data and other information, provided, that, Patheon or its affiliates have electronic copies thereof, and provided, further, that Patheon shall have no obligation to reformat or otherwise alter or modify any such electronic materials. Notwithstanding the foregoing, no competitor of Patheon shall be permitted to have access to the Manufacturing Site without Patheon’s written consent. In order to facilitate the technology transfer contemplated hereby, Patheon shall provide to the Client the services of at least the equivalent of [***] full-time equivalent (“FTE”) [***]. In addition to the foregoing FTE, the Client shall reimburse Patheon for its costs associated with shipping and related expenses, if any, to be borne the transfer of technology contemplated by this subsection (h) unless the Client). Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that transfer is in connection with the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect by the obligations and responsibilities of the parties Client pursuant to Articles 10 *** Certain information on this page has been omitted and 11 filed separately with the Securities and Sections 13.1, 13.2, 13.3 and 13.15, all of which survive any terminationExchange Commission. Confidential treatment has been requested with respect to the omitted portions.