Common use of Procedures and Remedies in the Event of Alternate Sourcing Clause in Contracts

Procedures and Remedies in the Event of Alternate Sourcing. (a) In the event of the occurrence of an event as described in Sections 3.6, 3.8 and 3.10, Supplier shall respond in writing to CBS within two (2) Business Days, or such longer time period if agreed to by CBS and Supplier, confirming whether it can provide Replacement Products and, if so, shall provide comprehensive specifications and proposed delivery schedule for such Replacement Products (the “Proposal”). If the Proposal is acceptable to CBS, CBS will so advise Supplier and the supply of the Replacement Product shall be governed by the terms of this Agreement. (b) If CBS, acting reasonably, rejects the Proposal or if no Proposal is offered within the stipulated or agreed time frame, CBS may proceed to locate Replacement Products from a third party selected by CBS. The quantity of Replacement Product purchased by CBS pursuant to this paragraph shall be obtained solely for the purpose of averting any Shortage. Supplier acknowledges that CBS has the right to purchase sufficient Replacement Product to re-establish its Target Level inventory. Supplier shall have the right to review the proposed purchase of Replacement Product by CBS and consent of Supplier to the purchase is required if reimbursement is to be sought by CBS. Supplier shall respond to CBS within one (1) Business Day of receipt of the notice of the proposed purchase of Replacement Product. If Supplier fails to respond in one (1) Business Day, then it shall he deemed to have consented. Consent of Supplier will not be unreasonably withheld. (c) If Replacement Product is purchased by CBS from a third party with the consent of Supplier, or if it is subsequently determined that Supplier’s refusal to consent to the purchase was unreasonable, Supplier shall compensate CBS for the amount, if any, that the price CBS would have had to pay to Supplier for the Commercial Product had it been delivered pursuant to this Agreement is less than the price paid to purchase the Replacement Product. Supplier’s obligations for such compensation for HyperHep shall be limited to [***] of the dollar value of purchases for HyperHep in the preceding year per occurrence. Such amounts shall be due and payable, in cash or in credit at the option of Supplier within fifteen (15) days of delivery by CBS of an invoice for such amounts. Compensation by Supplier of CBS pursuant to this paragraph shall be the limit of Supplier’s liability hereunder. (d) Nothing in this Section 3.9 shall limit the right of CBS to terminate this Agreement pursuant to Section 16 should the occurrence of an event as described in Section 3.8 constitute a material breach of this Agreement. (e) All communications relating to claim for Replacement Product under this Section 3.9 shall be delivered in accordance with the notice provision in Section 21.4 hereof.

Procedures and Remedies in the Event of Alternate Sourcing. (a) In the event of the occurrence of an event as described in Sections 3.6, 3.8 and 3.10, Supplier shall respond in writing to CBS HQ within two (2) Business Days, or such longer time period if agreed to by CBS HQ and Supplier, confirming whether it can provide Replacement Products and, if so, shall provide comprehensive specifications and proposed delivery schedule for such Replacement Products (the “Proposal”). If the Proposal is acceptable to CBSHQ, CBS HQ will so advise Supplier and the supply of the Replacement Product shall be governed by the terms of this Agreement. (b) If CBSHQ, acting reasonably, rejects the Proposal or if no Proposal is offered within the stipulated or agreed time frame, CBS HQ may proceed to locate Replacement Products from a third party selected by CBSHQ. The quantity of Replacement Product purchased by CBS HQ pursuant to this paragraph shall be obtained solely for the purpose of averting any Shortage. Supplier acknowledges that CBS HQ has the right to purchase sufficient Replacement Product to re-establish its Target Level inventory. Supplier shall have the right to review the proposed purchase of Replacement Product by CBS HQ and consent of Supplier to the purchase is required if reimbursement is to be sought by CBSHQ. Supplier shall respond to CBS HQ within one (1) Business Day of receipt of the notice of the proposed purchase of Replacement Product. If Supplier fails to respond in one (1) Business Day, then it shall he be deemed to have consented. Consent of Supplier will not be unreasonably withheld. (c) A notice sent by facsimile pursuant to the Sections 3.6, 3.8, 3.9 shall be followed with a confirmatory discussion with a representative of the Supplier. (d) If Replacement Product is purchased by CBS HQ from a third party with the consent of Supplier, or if it is subsequently determined that Supplier’s refusal to consent to the purchase was unreasonable, Supplier shall compensate CBS HQ for the amount, if any, that the price CBS HQ would have had to pay to Supplier for the Commercial Product had it been delivered pursuant to this Agreement is less than the price paid to purchase the Replacement Product. Supplier’s obligations for such compensation for HyperHep shall be limited to [***] of the dollar value of purchases for HyperHep in the preceding year per occurrence. Such amounts shall be due and payable, in cash or in credit at the option of Supplier within fifteen (15) days of delivery by CBS HQ of an invoice for such amounts. Compensation by Supplier of CBS HQ pursuant to this paragraph shall be the limit of Supplier’s liability hereunder. (de) In the event the price of a Replacement Product for HyperHEP BMC S/D purchased from an alternate supplier is higher than the Agreement price, Supplier will compensate HQ the difference in price up to a maximum of [***] of the projected sales per Agreement year for HyperHEP BMC S/D, as outlined in Schedule A. (f) For HyperRabMC S/D, Supplier will make commercially reasonable efforts to guarantee the supply of 2 mX xxxx size HyperRABMC S/D in the appropropriate quantity however, if HyperRABMC S/D cannot be supplied, Supplier will work with HQ to identify an acceptable alternate supplier. In the event the price of a Replacement Product for HyperRABMC S/D purchased from an alternate supplier is higher than the Agreement price, Supplier will pay a purchase cost differential not to exceed [***] for the entire Term for HyperRABMC S/D. The [***] limit will not apply in the event Supplier fails to supply the agreed upon quantities as a result of willful misconduct. (g) Nothing in this Section 3.9 shall limit the right of CBS HQ to terminate this Agreement pursuant to Section 16 18 should the occurrence of an event as described in Section 3.8 constitute a material breach of this Agreement. (e) All communications relating to claim for Replacement Product under this Section 3.9 shall be delivered in accordance with the notice provision in Section 21.4 hereof.