Common use of Purchase and Sale of Product Clause in Contracts

Purchase and Sale of Product. (a) It is anticipated that the BOC Plant will be operated on a continuous basis during the Supply Period and will produce a uniform volume of Product. From time to time Coffeyville Resources will advise BOC of the volume of Product it will purchase from BOC, such advice to be effective until new advice is given by Coffeyville Resources. Coffeyville Resources shall pay BOC for such Product in accordance with the provisions of Section 4 hereof. In the event Coffeyville Resources desires to take delivery of less Product than that amount described in Paragraph II of Exhibit A hereto, then Coffeyville Resources will continue to pay BOC for such Product in accordance with the provisions of Section 4 hereof, provided, however, that in the event that Coffeyville Resources desires to purchase less Product than that amount described in Paragraph II of Exhibit A for a period of more than twenty-four (24) hours, then the Supply Period shall be extended by that number of hours that is equal to the number of hours for which Coffeyville Resources desires to take delivery of less Product than that amount described in Paragraph II of Exhibit A, but not to exceed 180 days, and there shall be no Minimum Product Charge during such extension period. (i) During the Supply Period, BOC shall sell and deliver to Coffeyville Resources, and Coffeyville Resources shall purchase and accept from BOC, Coffeyville Resources’ requirements of Product for its Gasification Project located at the Coffeyville Plant Site; provided, however, that BOC shall not be obligated to supply gaseous Oxygen Product or gaseous Nitrogen Product from the BOC Plant to Coffeyville Resources at an instantaneous flow rate in excess of the applicable rate that is stated in Paragraph II of Exhibit A or vaporized liquid Oxygen Product or vaporized liquid Nitrogen Product from the Liquid Product Storage Facility at a rate in excess of the applicable vaporization capacity set forth in Paragraph III of Exhibit A. Delivery and transfer of title to all Product shall be made at the point where each of the Coffeyville Pipelines are connected to the corresponding BOC Pipelines. (ii) BOC’s delivery commitments to Coffeyville Resources, as stated in Paragraph 3(b) (i) above, shall be satisfied, primarily, by the delivery of gaseous Product produced at the BOC Plant; however, if the BOC Plant is not operating, or Coffeyville Resources’ requirements exceed the capacity of the BOC Plant, BOC will then supply Coffeyville Resources with vaporized liquid Product delivered from the inventory of the Liquid Product Storage Facility. If requested by Coffeyville Resources, BOC will replenish the inventory of the Liquid Product Storage Facility with hauled-in liquid product to the extent available from outside sources (“Supplemental Product”). Supplemental Product shall be billed to Coffeyville Resources as set forth in Paragraphs IV and V of Exhibit G. (iii) During the Supply Period, Coffeyville Resources shall not purchase any Oxygen Products or Nitrogen Products for any other use at the Coffeyville Plant Site from any third party except as set forth in section 3(d) below. (c) In the event that during the Supply Period BOC elects to produce Product in excess of the amount of Product to be purchased by Coffeyville Resources hereunder for the purpose of retaining, marketing and selling such Product for its own account pursuant to Section 5 hereof, BOC shall pay Coffeyville Resources any incremental cost Coffeyville Resources incurs in order to provide sufficient quantities of those items provided by Coffeyville Resources pursuant to Section 2(f) hereof to allow BOC to produce such excess Product. For the purposes of this Section 3(c), Coffeyville Resources’ incremental costs for liquid Oxygen Product and liquid Nitrogen Product retained by BOC for its own account and sold to third parties shall be deemed paid in full upon the credit to Coffeyville Resources by BOC of the following amounts: (***) per ton of such liquid Oxygen Product (***) per ton of such liquid Nitrogen Product BOC shall meter all quantities of such liquid Product on BOC’s truck scales and shall calculate and provide to Coffeyville Resources all credits due to Coffeyville Resources therefor on a monthly basis. Coffeyville Resources will apply those credits against BOC’s invoices for the Minimum Product Charge. (d) If at any time during the Supply Period Coffeyville Resource’s requirements for Product exceed, or are expected to exceed, any of the instantaneous flow rates set forth in Paragraph II of Exhibit A by an amount which exceeds such instantaneous flow rate by at least 10 percent (the amount of such excess over and above 10% defined herein as “Excess Product”), then: i. Coffeyville Resources shall promptly provide BOC with written notice (“Excess Product Notice”) of the need for such Excess Product in accordance with Section 15 of this Agreement. Such Excess Product Notice shall include the approximate quantity of Excess Product and the approximate date by which Coffeyville Resources requires such Excess Product (“Excess Product Date”); and ii. For 60 days following BOC’s receipt of such Excess Product Notice, BOC and Coffeyville Resources shall work together to jointly develop and request for Proposal (“RFP”) for the purpose of soliciting bids from third parties and BOC for supplying Excess Product to the Coffeyville Facilities by the Excess Product Date. BOC and Coffeyville Resources agree that it is their mutual intention that the RFP will not provide for the solicitation of bids for the sale of equipment, but will be limited to contracts for the supply of Excess Product; and iii. Coffeyville Resources shall have 60 days from the date BOC and Coffeyville Resources complete preparation of the RFP to distribute the RFP and solicit bids from BOC and any third party bidders (“Bidding Period”); provided, however, that if BOC and Coffeyville fail to complete the RFP by the time described in Section 3(d)(ii) above, then Coffeyville Resources may submit its own RFP to BOC and third parties and the 60 day Bidding Period would then start on the date of Coffeyville Resources’ distribution of such RFP; and iv. Within 7 days after the conclusion of the Bidding Period, Coffeyville Resources shall provide BOC with written notice (“Bid Decision Notice”), in accordance with Section 15 of this Agreement, as to whether: (a) it agrees to accept BOC’s bid; or (b) intends to accept one of the bids submitted by a third party; and v. If Coffeyville Resources accepts BOC’S bid, then Coffeyville Resources shall purchase its Excess Product from BOC as of the Excess Product Date in accordance with the terms and conditions of BOC’s bid; and (***) (***)

Purchase and Sale of Product. (a) It is anticipated that Subject to the BOC Plant will be operated on a continuous basis remainder of this ---------------------------- Agreement, and during the Supply Period term hereof, AAI agrees to sell to OraPharma, and will produce a uniform volume of Product. From time OraPharma agrees to time Coffeyville Resources will advise BOC of the volume purchase from AAI, OraPharma's requirements of Product it will purchase from BOC, such advice to be effective until new advice is given by Coffeyville Resources. Coffeyville Resources shall pay BOC for such Product ordered in accordance with this Agreement for sale in the provisions United States. Other countries where the Product may be sold must be mutually agreed upon in writing. AAI represents and warrants to OraPharma that it will maintain during the term of Section 4 hereofthis Agreement, an FDA - approved United States facility to manufacture and test the Product for sale as contemplated by this Agreement. AAI's obligation to supply Product under this Agreement, and OraPharma's obligation to purchase Product under this agreement, are only binding to the extent of AAI's Production Capacity and the timely availability of raw materials. In this regard, AAI will dedicate approximately [*] square feet of space in its manufacturing facility at 0000 Xxxxx 00xx Xxxxxx, Xxxxxxxxxx, XX USA, to manufacture Product (the event Coffeyville Resources desires "OraPharma Space"). The OraPharma Space is being upfitted, at OraPharma's expense, for dedicated Product manufacturing. The parties anticipate that the OraPharma Space will be able to take delivery of less manufacture Product than under cGMPs on [*]. Both parties covenant to use Diligent Efforts to have the manufacturing operations transferred into the OraPharma Space in an expeditious manner and acknowledge that amount described such transfer may create a disruption in Paragraph II of Exhibit A heretoAAI's ability to supply Product. Once the OraPharma Space has been qualified to manufacture Product under __________________________ * Confidential Treatment Requested cGMPs, then Coffeyville Resources will continue AAI shall lease the OraPharma Space to pay BOC for such Product in accordance with the provisions of Section 4 hereof, provided, however, that in the event that Coffeyville Resources desires to purchase less Product than that amount described in Paragraph II of Exhibit A OraPharma under a separate agreement for a period monthly rental price of more than twenty-four $[*]. In addition, OraPharma shall pay during the lease term $[*] per quarter (24) hours, then the Supply Period shall be extended by that number of hours that is equal to the number of hours for which Coffeyville Resources desires to take delivery of less Product than that amount described in Paragraph II of Exhibit A, but not to exceed 180 days, and there shall be no Minimum Product Charge during such extension period. (i) During the Supply Period, BOC shall sell and deliver to Coffeyville Resources, and Coffeyville Resources shall purchase and accept from BOC, Coffeyville Resources’ requirements of Product for its Gasification Project located due at the Coffeyville Plant Site; provided, however, that BOC shall not be obligated to supply gaseous Oxygen Product or gaseous Nitrogen Product from the BOC Plant to Coffeyville Resources at an instantaneous flow rate in excess beginning of the applicable rate that is stated in Paragraph II of Exhibit A or vaporized liquid Oxygen Product or vaporized liquid Nitrogen Product from quarter) to cover, among other things, maintenance, utilities and metrology expenses (collectively, the Liquid Product Storage Facility at a rate in excess of "Lease Expenses") for the applicable vaporization capacity set forth in Paragraph III of Exhibit A. Delivery and transfer of title to all Product shall OraPharma Space. The Lease Expenses will be made reviewed at the point where end of each of the Coffeyville Pipelines are connected calendar year and adjusted to the corresponding BOC Pipelines. (ii) BOC’s delivery commitments to Coffeyville Resources, as stated reflect any increase or decrease in Paragraph 3(b) (i) above, shall be satisfied, primarily, by the delivery of gaseous Product produced at the BOC Plant; however, if the BOC Plant is not operating, or Coffeyville Resources’ requirements exceed the capacity of the BOC Plant, BOC applicable usage expenses. Such lease agreement will then supply Coffeyville Resources with vaporized liquid Product delivered from the inventory of the Liquid Product Storage Facility. If requested by Coffeyville Resources, BOC will replenish the inventory of the Liquid Product Storage Facility with hauled-in liquid product to the extent available from outside sources (“Supplemental Product”). Supplemental Product shall be billed to Coffeyville Resources as set forth in Paragraphs IV and V of Exhibit G. (iii) During the Supply Period, Coffeyville Resources shall not purchase any Oxygen Products or Nitrogen Products for any other use at the Coffeyville Plant Site from any third party except as set forth in section 3(d) below. (c) In the event that during the Supply Period BOC elects to produce Product in excess of the amount of Product to be purchased by Coffeyville Resources hereunder for the purpose of retaining, marketing and selling such Product for its own account pursuant to Section 5 hereof, BOC shall pay Coffeyville Resources any incremental cost Coffeyville Resources incurs in order to provide sufficient quantities of those items provided by Coffeyville Resources pursuant to Section 2(f) hereof to allow BOC to produce such excess Product. For the purposes of this Section 3(c), Coffeyville Resources’ incremental costs for liquid Oxygen Product and liquid Nitrogen Product retained by BOC for its own account and sold to third parties shall be deemed paid in full only terminate upon the credit to Coffeyville Resources by BOC of the following amounts: (***) per ton of such liquid Oxygen Product (***) per ton of such liquid Nitrogen Product BOC shall meter all quantities of such liquid Product on BOC’s truck scales and shall calculate and provide to Coffeyville Resources all credits due to Coffeyville Resources therefor on a monthly basis. Coffeyville Resources will apply those credits against BOC’s invoices for the Minimum Product Charge. (d) If at any time during the Supply Period Coffeyville Resource’s requirements for Product exceed, or are expected to exceed, any of the instantaneous flow rates set forth in Paragraph II of Exhibit A by an amount which exceeds such instantaneous flow rate by at least 10 percent (the amount of such excess over and above 10% defined herein as “Excess Product”), then: i. Coffeyville Resources shall promptly provide BOC with written notice (“Excess Product Notice”) of the need for such Excess Product in accordance with Section 15 termination of this Agreement. Such Excess Product Notice shall include the approximate quantity of Excess Product and the approximate date by which Coffeyville Resources requires such Excess Product (“Excess Product Date”); and ii. For 60 days following BOC’s receipt of such Excess Product Notice, BOC and Coffeyville Resources shall work together to jointly develop and request for Proposal (“RFP”) for the purpose of soliciting bids from third parties and BOC for supplying Excess Product All improvements to the Coffeyville Facilities OraPharma Space, excluding equipment purchased by the Excess Product Date. BOC OraPharma, shall be owned by AAI and Coffeyville Resources agree that it is their mutual intention that the RFP will OraPharma shall not provide for the solicitation of bids for the sale of equipmentcause, but will either directly or indirectly, any lien to be limited to contracts for the supply of Excess Product; and iii. Coffeyville Resources shall have 60 days from the date BOC and Coffeyville Resources complete preparation of the RFP to distribute the RFP and solicit bids from BOC and any third party bidders (“Bidding Period”); provided, however, that if BOC and Coffeyville fail to complete the RFP by the time described in Section 3(d)(ii) above, then Coffeyville Resources may submit its own RFP to BOC and third parties and the 60 day Bidding Period would then start placed on the date of Coffeyville Resources’ distribution of such RFP; and iv. Within 7 days after improvements to the conclusion of the Bidding Period, Coffeyville Resources shall provide BOC with written notice (“Bid Decision Notice”), in accordance with Section 15 of this Agreement, as to whether: (a) it agrees to accept BOC’s bid; or (b) intends to accept one of the bids submitted by a third party; and v. If Coffeyville Resources accepts BOC’S bid, then Coffeyville Resources shall purchase its Excess Product from BOC as of the Excess Product Date in accordance with the terms and conditions of BOC’s bid; and (***) (***)OraPharma Space.

Purchase and Sale of Product. 2.1 LONZA understands and agrees that AMYLIN shall have the right to manufacture Product itself or have Product manufactured by other manufacturers. 2.2 LONZA agrees to manufacture and supply to AMYLIN the amounts of Product (asubject to the guaranteed minimums set forth below) It is anticipated that as ordered by AMYLIN pursuant to written purchase orders issued hereunder by AMYLIN (“Purchase Order”), specifying the BOC Plant will be operated on a continuous basis during the Supply Period quantity, Nominal Lot quantity, and will produce a uniform volume of Productdelivery date. From time AMYLIN shall submit each Purchase Order to time Coffeyville Resources will advise BOC LONZA at least […***…] in advance of the volume of Product it will purchase from BOC, such advice to be effective until new advice is given by Coffeyville Resources. Coffeyville Resources shall pay BOC for such Product shipment date specified in the Purchase Order and otherwise in accordance with the provisions requirements hereof. Within […***…] of Section 4 hereofLONZA’s receipt of a Purchase Order from AMYLIN, LONZA will provide AMYLIN with a written confirmation receipt that includes the following information: Batch or Lot number, production start date, the date the Release Documents will be available to AMYLIN, and the approximate delivery date (within […***…]) for the Product. AMYLIN shall be permitted to cancel or revise Purchase Orders anytime before it receives such written confirmation of receipt from LONZA. In the event Coffeyville Resources desires AMYLIN cancels a Purchase Order after receipt of such written confirmation, AMYLIN shall reimburse LONZA for critical raw materials ordered or obtained that LONZA, despite its best commercial efforts, cannot utilize for other customers. In the event that AMYLIN requests a change to take a Purchase Order after written confirmation of receipt, LONZA shall use commercially reasonable efforts to accommodate such request. Notwithstanding any other provision hereof, except with respect to Product volumes, delivery dates and shipping instructions, no term or condition of less any Purchase Order issued by AMYLIN, any acknowledgement by LONZA or any other document of either party that is in any manner additional to, different from or varies the terms and conditions hereof shall be deemed to be of any force or effect. LONZA agrees that it will be able to manufacture the following quantities of Product if ordered by AMYLIN pursuant to this Agreement. For quantities greater than that amount described […***…], LONZA reserves the right to transfer the entire process to the XXXXX Xxxxxx or Visp Facility. LONZA will provide reasonable notice to AMYLIN regarding a transfer of the process. 2008 […***…] 2009 […***…] 2010 […***…] 2011 […***…] 2012 […***…] 2013 […***…] 2.3 AMYLIN agrees to purchase from LONZA the minimum quantifies of Product set forth below: 2008 […***…] 2009 […***…] 2010 […***…] 2011 […***…] 2012 […***…] 2013 […***…] Notwithstanding the above, AMYLIN shall not be required to purchase Product under this Agreement in Paragraph II of Exhibit A hereto, then Coffeyville Resources will continue to pay BOC for such the event that: (i) LONZA has not manufactured and delivered all Product Validation Lots meeting all Product Requirements in accordance with the provisions of Section 4 hereof, provided, however, that in the event that Coffeyville Resources desires to purchase less Product than that amount described in Paragraph II of Exhibit A for a period of more than twenty-four (24) hours, then the Supply Period shall be extended by that number of hours that is equal to the number of hours for which Coffeyville Resources desires to take delivery of less Product than that amount described in Paragraph II of Exhibit A, but not to exceed 180 days, and there shall be no Minimum Product Charge during such extension period. (i) During the Supply Period, BOC shall sell and deliver to Coffeyville Resources, and Coffeyville Resources shall purchase and accept from BOC, Coffeyville Resources’ requirements of Product for its Gasification Project located at the Coffeyville Plant Site; provided, however, that BOC shall not be obligated to supply gaseous Oxygen Product or gaseous Nitrogen Product from the BOC Plant to Coffeyville Resources at an instantaneous flow rate in excess of the applicable rate that is stated in Paragraph II of Exhibit A or vaporized liquid Oxygen Product or vaporized liquid Nitrogen Product from the Liquid Product Storage Facility at a rate in excess of the applicable vaporization capacity set forth in Paragraph III of Exhibit A. Delivery and transfer of title to all Product shall be made at the point where each of the Coffeyville Pipelines are connected to the corresponding BOC Pipelines.Development Agreement, (ii) BOC’s delivery commitments to Coffeyville Resources, as stated in Paragraph 3(b) (i) above, shall be satisfied, primarily, by the delivery of gaseous Product produced at the BOC Plant; however, if the BOC Plant LONZA is not operating, an FDA approved commercial supplier of Product or Coffeyville Resources’ requirements exceed the capacity of the BOC Plant, BOC will then supply Coffeyville Resources with vaporized liquid Product delivered from the inventory of the Liquid Product Storage Facility. If requested by Coffeyville Resources, BOC will replenish the inventory of the Liquid Product Storage Facility with hauledfails to successfully complete its Pre-in liquid product to the extent available from outside sources (“Supplemental Product”). Supplemental Product shall be billed to Coffeyville Resources as set forth in Paragraphs IV and V of Exhibit G.Approval Inspection or equivalent non-United States inspection, (iii) During the Supply PeriodFDA or other applicable Government Agency does not approve the NDA filed in the United States relative to Product, (iv) AMYLIN withdraws the NDA relative to the Product, Coffeyville Resources or (v) AMYLIN withdraws the Product from the market. In this case, AMYLIN undertakes to re-imburse LONZA for all critical raw materials already ordered for scheduled future productions slots already reserved up to one year from the date of withdrawal, as well as all unreturnable work in progress which LONZA, despite best commercial efforts, cannot utilize for other customers. Should AMYLIN in any Contract Year purchase less than the required minimums set forth above, AMYLIN shall not reimburse to LONZA by the end of the […***…] of the Contract Year following such shortfall, the difference between the aggregate price of the quantity of Product AMYLIN is obligated to purchase set forth above and the aggregate price of the quantity of Product actually ordered to be delivered in such Contract Year. 2.4 For each gram of Product supplied hereunder by LONZA, AMYLIN will pay to LONZA a price […***…] based on the cumulative volume of Product ordered for delivery during any Oxygen Products or Nitrogen Products given Contract Year. The […***…] price to be billed to AMYLIN for any Lot or other use discrete volume of Product shipped to AMYLIN during any Contract Year will be at the Coffeyville Plant Site from applicable price for Product based on the most recent […***…] submitted by AMYLIN prior to the shipment by LONZA of any third party except as set forth such amount of Product. All prices are calculated and shall be paid in section 3(dSwiss Francs (CHF). Based on the foregoing, AMYLIN will pay to LONZA a […***…] price for Product (“Product Price”) belowin accordance with the table below and accordance delivered in a Contract year. (c) 2.5 In the event that the amount of Product delivered by LONZA pursuant to any purchase order is less than the amount of Product ordered by such purchase order, LONZA will use its best commercial efforts to supply the amount of Product ordered but not delivered as soon as is feasible. In the event the amount of Product manufactured by LONZA pursuant to any purchase order is less than […***…] greater than the amount of Product ordered by such purchase order, LONZA shall deliver such additional amounts of Product to AMYLIN as if AMYLIN had ordered them pursuant to such purchase order. In the event the amount of Product manufactured by LONZA pursuant to any purchase order is more than […***…] greater than the amount of Product ordered by such purchase order, LONZA shall deliver such additional amounts of Product to AMYLIN as early delivery of Product ordered by AMYLIN on the next purchase order pursuant to which AMYLIN has ordered Product. In the event the amount of Product manufactured by LONZA pursuant to any purchase order is more than […***…] greater than the amount of Product ordered by such purchase order, LONZA and AMYLIN shall negotiate in good faith a reasonable resolution. 2.6 If, with respect to any given Contract Year, the annual volume assumptions on which the Product Prices reflected in any one or more invoices for Product shipped to AMYLIN during such Contract Year are based are incorrect, then within […***…] after the Supply Period BOC elects end of such Contract Year, LONZA will send corrected invoices to produce AMYLIN indicating the actual per gram price for Product shipped during such Contract Year with respect to such invoices based on the actual volume of Product ordered for delivery during such Contract Year. If, on the basis of all such corrected invoices with respect to a particular Contract Year, when considered in the aggregate, the amount paid or payable by AMYLIN for Product shipped during such Contract Year against invoices previously issued by LONZA is in excess of the amount of Product to be purchased payable by Coffeyville Resources hereunder for the purpose of retaining, marketing and selling such Product for its own account AMYLIN pursuant to Section 5 hereofall such corrected invoices then LONZA shall, BOC shall pay Coffeyville Resources contemporaneous with the delivery of such corrected invoices and at AMYLIN’s option, give AMYLIN a full refund of the excess amount or, with respect to any incremental cost Coffeyville Resources incurs previously issued but as yet unpaid invoice, issue an appropriate credit equal to the excess amount of any such invoice. If, on the basis of all such corrected invoices with respect to a particular Contract Year, when considered in order to provide sufficient quantities of those items provided the aggregate, the amount paid or payable by Coffeyville Resources AMYLIN for Product shipped during such Contract Year against invoices previously issued by LONZA is less than the amount payable by AMYLIN pursuant to Section 2(f) hereof to allow BOC to produce all such excess Product. For the purposes of this Section 3(c)corrected invoices, Coffeyville Resources’ incremental costs for liquid Oxygen Product and liquid Nitrogen Product retained by BOC for its own account and sold to third parties shall be deemed paid in full upon the credit to Coffeyville Resources by BOC of the following amounts: (then AMYLIN shall, within […***) per ton of such liquid Oxygen Product (***) per ton of such liquid Nitrogen Product BOC shall meter all quantities of such liquid Product on BOC’s truck scales and shall calculate and provide to Coffeyville Resources all credits due to Coffeyville Resources therefor on a monthly basis. Coffeyville Resources will apply those credits against BOC’s invoices for …] after the Minimum Product Charge. (d) If at any time during the Supply Period Coffeyville Resource’s requirements for Product exceed, or are expected to exceed, any of the instantaneous flow rates set forth in Paragraph II of Exhibit A by an amount which exceeds such instantaneous flow rate by at least 10 percent (the amount of such excess over and above 10% defined herein as “Excess Product”), then: i. Coffeyville Resources shall promptly provide BOC with written notice (“Excess Product Notice”) of the need for such Excess Product in accordance with Section 15 of this Agreement. Such Excess Product Notice shall include the approximate quantity of Excess Product and the approximate date by which Coffeyville Resources requires such Excess Product (“Excess Product Date”); and ii. For 60 days following BOC’s receipt of such Excess Product Noticecorrected invoices, BOC and Coffeyville Resources shall work together pay to jointly develop and request for Proposal (“RFP”) for LONZA the purpose of soliciting bids from third parties and BOC for supplying Excess Product to the Coffeyville Facilities by the Excess Product Date. BOC and Coffeyville Resources agree that it is their mutual intention that the RFP will not provide for the solicitation of bids for the sale of equipment, but will be limited to contracts for the supply of Excess Product; and iii. Coffeyville Resources shall have 60 days from the date BOC and Coffeyville Resources complete preparation of the RFP to distribute the RFP and solicit bids from BOC and any third party bidders (“Bidding Period”); provided, however, that if BOC and Coffeyville fail to complete the RFP by the time described in Section 3(d)(ii) above, then Coffeyville Resources may submit its own RFP to BOC and third parties and the 60 day Bidding Period would then start full additional amount due as reflected on the date of Coffeyville Resources’ distribution of such RFP; and iv. Within 7 days after the conclusion of the Bidding Period, Coffeyville Resources shall provide BOC with written notice (“Bid Decision Notice”), in accordance with Section 15 of this Agreement, as to whether: (a) it agrees to accept BOC’s bid; or (b) intends to accept one of the bids submitted by a third party; and v. If Coffeyville Resources accepts BOC’S bid, then Coffeyville Resources shall purchase its Excess Product from BOC as of the Excess Product Date in accordance with the terms and conditions of BOC’s bid; and (***) (***)corrected invoices.

Purchase and Sale of Product. (a) Following Facilities Completion and prior to the Supply Period, BOC shall have the right to operate the Facilities and retain and sell Product and Argon for its own account. If BOC elects to so operate the Facilities prior to the Supply Period, BOC shall pay all costs of such operation, including the costs of those items that would otherwise be provided by Farmland pursuant to Section 2(i) above. Notwithstanding the foregoing, prior to the commencement of the Supply Period, Farmland may require Product to enable it to determine if Farmland's newly constructed gasification and ammonia fertilizer facilities are operating satisfactorily, to make test runs of such facilities and for other reasons. Accordingly, at any time after BOC notifies Farmland of Facilities Completion (as provided in Section 2(a) hereof), BOC will supply Farmland with such Product as Farmland may request and Farmland shall pay BOC an amount equal to $305 per operating hour for the time in which the Facilities are used to produce Product requested by Farmland (commencing as of start-up). (b) It is anticipated that the BOC Plant will be operated on a continuous basis during the Supply Period and will produce a uniform volume of Product. From time to time Coffeyville Resources Farmland will advise BOC of the volume of Product it will purchase from BOC, such advice to be effective until a new advice is given by Coffeyville ResourcesFarmland. Coffeyville Resources Farmland shall pay BOC for such Product in accordance with the provisions of Section 4 hereof. In the event Coffeyville Resources Farmland desires to take delivery of less Product than that amount described in Paragraph II of Exhibit A hereto, then Coffeyville Resources Farmland will continue to pay BOC for such Product in accordance with the provisions of Section 4 hereof, ; provided, however, that in the event that Coffeyville Resources Farmland desires to purchase less Product than that amount described in Paragraph II of Exhibit A for a period of more than twenty-four (24) hours, then the Supply Period shall be extended by that number of hours that is equal to the number of hours for which Coffeyville Resources Farmland desires to take delivery of less Product than that amount described in Paragraph II of Exhibit A, A but not to exceed 180 days, and there shall be no Minimum Product Charge during such extension period. (ic) During the Supply Period, BOC shall sell and deliver to Coffeyville ResourcesFarmland, and Coffeyville Resources Farmland shall purchase and accept from BOC, Coffeyville Resources’ (i) Farmland's requirements of Product products for its Gasification Project located at the Coffeyville Farmland Plant Site, (ii) Farmland's requirements of gaseous oxygen product for use at Farmland's Fluid Catalytic Cracking Unit and Sulfur Recovery Units located at the Farmland Plant Site; and (iii) Farmland's requirements of gaseous and liquid nitrogen products for use at Farmland's refinery located at the Farmland Plant Site; provided, however, that BOC shall not be obligated to supply gaseous Oxygen Product or gaseous Nitrogen Product from the BOC Plant to Coffeyville Resources at an instantaneous flow rate in excess of the applicable rate that is stated in Paragraph II of Exhibit A or vaporized liquid Oxygen Product hereto or vaporized liquid Nitrogen Product from the Liquid Product Storage Facility at a rate in excess of the applicable vaporization capacity set forth in Paragraph III of Exhibit A. Delivery and transfer of title to all Product shall be made at the point where each of the Coffeyville Farmland Pipelines are connected to the corresponding BOC Pipelines. (ii) BOC’s delivery commitments to Coffeyville Resources. In addition, as stated in Paragraph 3(b) (i) above, shall be satisfied, primarily, by the delivery of gaseous Product produced at the BOC Plant; however, if the BOC Plant is not operating, or Coffeyville Resources’ requirements exceed the capacity of the BOC Plant, BOC will then supply Coffeyville Resources with vaporized liquid Product delivered from the inventory of the Liquid Product Storage Facility. If requested by Coffeyville Resources, BOC will replenish the inventory of the Liquid Product Storage Facility with hauled-in liquid product to the extent available from outside sources (“Supplemental Product”). Supplemental Product shall be billed to Coffeyville Resources as set forth in Paragraphs IV and V of Exhibit G. (iii) During during the Supply Period, Coffeyville Resources Farmland shall not purchase any Oxygen Products gaseous oxygen product or Nitrogen Products gaseous or liquid nitrogen products for any other use (except as contemplated in the preceding paragraph) at the Coffeyville Farmland Plant Site from any third party except unless (i) Farmland has provided BOC with a written offer to purchase the same from BOC at a price and upon terms and conditions no more favorable to Farmland than those offered to Farmland by such third party (as set forth evidenced in section 3(da bonafide, firm written offer from such third party) belowand (ii) BOC has failed to accept such offer within thirty (30) days of receipt of the offer; provided, however, that in the event that BOC refuses two (2) such written offers for a given Product during the term of this Agreement, Farmland shall be free to purchase that Product for such use without first submitting an offer to BOC to purchase such Product. (cd) In the event that during the Supply Period BOC elects to produce Product in excess of the amount of Product to be purchased by Coffeyville Resources Farmland hereunder for the purpose purposes of retaining, marketing and selling such Product for its own account pursuant to Section 5 hereof, BOC shall pay Coffeyville Resources Farmland any incremental cost Coffeyville Resources Farmland incurs in order to provide sufficient quantities of those items provided by Coffeyville Resources Farmland pursuant to Section 2(f2(i) hereof to allow BOC to produce such excess Product. For the purposes of this Section 3(c), Coffeyville Resources’ incremental costs for liquid Oxygen Product and liquid Nitrogen Product retained by BOC for its own account and sold to third parties shall be deemed paid in full upon the credit to Coffeyville Resources by BOC of the following amounts: (***) per ton of such liquid Oxygen Product (***) per ton of such liquid Nitrogen Product BOC shall meter all quantities of such liquid Product on BOC’s truck scales and shall calculate and provide to Coffeyville Resources all credits due to Coffeyville Resources therefor on a monthly basis. Coffeyville Resources will apply those credits against BOC’s invoices for the Minimum Product Charge. (d) If at any time during the Supply Period Coffeyville Resource’s requirements for Product exceed, or are expected to exceed, any of the instantaneous flow rates set forth in Paragraph II of Exhibit A by an amount which exceeds such instantaneous flow rate by at least 10 percent (the amount of such excess over and above 10% defined herein as “Excess Product”), then: i. Coffeyville Resources shall promptly provide BOC with written notice (“Excess Product Notice”) of the need for such Excess Product in accordance with Section 15 of this Agreement. Such Excess Product Notice shall include the approximate quantity of Excess Product and the approximate date by which Coffeyville Resources requires such Excess Product (“Excess Product Date”); and ii. For 60 days following BOC’s receipt of such Excess Product Notice, BOC and Coffeyville Resources shall work together to jointly develop and request for Proposal (“RFP”) for the purpose of soliciting bids from third parties and BOC for supplying Excess Product to the Coffeyville Facilities by the Excess Product Date. BOC and Coffeyville Resources agree that it is their mutual intention that the RFP will not provide for the solicitation of bids for the sale of equipment, but will be limited to contracts for the supply of Excess Product; and iii. Coffeyville Resources shall have 60 days from the date BOC and Coffeyville Resources complete preparation of the RFP to distribute the RFP and solicit bids from BOC and any third party bidders (“Bidding Period”); provided, however, that if BOC and Coffeyville fail to complete the RFP by the time described in Section 3(d)(ii) above, then Coffeyville Resources may submit its own RFP to BOC and third parties and the 60 day Bidding Period would then start on the date of Coffeyville Resources’ distribution of such RFP; and iv. Within 7 days after the conclusion of the Bidding Period, Coffeyville Resources shall provide BOC with written notice (“Bid Decision Notice”), in accordance with Section 15 of this Agreement, as to whether: (a) it agrees to accept BOC’s bid; or (b) intends to accept one of the bids submitted by a third party; and v. If Coffeyville Resources accepts BOC’S bid, then Coffeyville Resources shall purchase its Excess Product from BOC as of the Excess Product Date in accordance with the terms and conditions of BOC’s bid; and (***) (***)

Purchase and Sale of Product. (a) It is anticipated that During the BOC Plant will be operated on a continuous basis during Delivery Period, Seller shall deliver and sell, and SCE shall receive and purchase, the Supply Period and will produce a uniform volume of Product. From time to time Coffeyville Resources will advise BOC of the volume of Product it will purchase from BOC, such advice to be effective until new advice is given by Coffeyville Resources. Coffeyville Resources shall pay BOC for such Product in accordance ProductResource Adequacy Benefits associated with the provisions of Section 4 hereof. In the event Coffeyville Resources desires Project, subject to take delivery of less Product than that amount described in Paragraph II of Exhibit A hereto, then Coffeyville Resources will continue to pay BOC for such Product in accordance with the provisions of Section 4 hereof, provided, however, that in the event that Coffeyville Resources desires to purchase less Product than that amount described in Paragraph II of Exhibit A for a period of more than twenty-four (24) hours, then the Supply Period shall be extended by that number of hours that is equal to the number of hours for which Coffeyville Resources desires to take delivery of less Product than that amount described in Paragraph II of Exhibit A, but not to exceed 180 days, and there shall be no Minimum Product Charge during such extension period. (i) During the Supply Period, BOC shall sell and deliver to Coffeyville Resources, and Coffeyville Resources shall purchase and accept from BOC, Coffeyville Resources’ requirements of Product for its Gasification Project located at the Coffeyville Plant Site; provided, however, that BOC shall not be obligated to supply gaseous Oxygen Product or gaseous Nitrogen Product from the BOC Plant to Coffeyville Resources at an instantaneous flow rate in excess of the applicable rate that is stated in Paragraph II of Exhibit A or vaporized liquid Oxygen Product or vaporized liquid Nitrogen Product from the Liquid Product Storage Facility at a rate in excess of the applicable vaporization capacity set forth in Paragraph III of Exhibit A. Delivery and transfer of title to all Product shall be made at the point where each of the Coffeyville Pipelines are connected to the corresponding BOC Pipelines. (ii) BOC’s delivery commitments to Coffeyville Resources, as stated in Paragraph 3(b) (i) above, shall be satisfied, primarily, by the delivery of gaseous Product produced at the BOC Plant; however, if the BOC Plant is not operating, or Coffeyville Resources’ requirements exceed the capacity of the BOC Plant, BOC will then supply Coffeyville Resources with vaporized liquid Product delivered from the inventory of the Liquid Product Storage Facility. If requested by Coffeyville Resources, BOC will replenish the inventory of the Liquid Product Storage Facility with hauled-in liquid product to the extent available from outside sources (“Supplemental Product”). Supplemental Product shall be billed to Coffeyville Resources as set forth in Paragraphs IV and V of Exhibit G. (iii) During the Supply Period, Coffeyville Resources shall not purchase any Oxygen Products or Nitrogen Products for any other use at the Coffeyville Plant Site from any third party except as set forth in section 3(d) below. (c) In the event that during the Supply Period BOC elects to produce Product in excess of the amount of Product to be purchased by Coffeyville Resources hereunder for the purpose of retaining, marketing and selling such Product for its own account pursuant to Section 5 hereof, BOC shall pay Coffeyville Resources any incremental cost Coffeyville Resources incurs in order to provide sufficient quantities of those items provided by Coffeyville Resources pursuant to Section 2(f) hereof to allow BOC to produce such excess Product. For the purposes of this Section 3(c), Coffeyville Resources’ incremental costs for liquid Oxygen Product and liquid Nitrogen Product retained by BOC for its own account and sold to third parties shall be deemed paid in full upon the credit to Coffeyville Resources by BOC of the following amounts: (***) per ton of such liquid Oxygen Product (***) per ton of such liquid Nitrogen Product BOC shall meter all quantities of such liquid Product on BOC’s truck scales and shall calculate and provide to Coffeyville Resources all credits due to Coffeyville Resources therefor on a monthly basis. Coffeyville Resources will apply those credits against BOC’s invoices for the Minimum Product Charge. (d) If at any time during the Supply Period Coffeyville Resource’s requirements for Product exceed, or are expected to exceed, any of the instantaneous flow rates set forth in Paragraph II of Exhibit A by an amount which exceeds such instantaneous flow rate by at least 10 percent (the amount of such excess over and above 10% defined herein as “Excess Product”), then: i. Coffeyville Resources shall promptly provide BOC with written notice (“Excess Product Notice”) of the need for such Excess Product in accordance with Section 15 of this Agreement. Such Excess Product Notice shall include the approximate quantity of Excess Product and the approximate date by which Coffeyville Resources requires such Excess Product (“Excess Product Date”); and ii. For 60 days following BOC’s receipt of such Excess Product Notice, BOC and Coffeyville Resources shall work together to jointly develop and request for Proposal (“RFP”) for the purpose of soliciting bids from third parties and BOC for supplying Excess Product to the Coffeyville Facilities by the Excess Product Date. BOC and Coffeyville Resources agree that it is their mutual intention that the RFP will not provide for the solicitation of bids for the sale of equipment, but will be limited to contracts for the supply of Excess Product; and iii. Coffeyville Resources shall have 60 days from the date BOC and Coffeyville Resources complete preparation of the RFP to distribute the RFP and solicit bids from BOC and any third party bidders (“Bidding Period”); provided, however, that if BOC and Coffeyville fail to complete the RFP by the time described in Section 3(d)(ii) above, then Coffeyville Resources may submit its own RFP to BOC and third parties and the 60 day Bidding Period would then start on the date of Coffeyville Resources’ distribution of such RFP; and iv. Within 7 days after the conclusion of the Bidding Period, Coffeyville Resources shall provide BOC with written notice (“Bid Decision Notice”), in accordance with Section 15 of this Agreement, as to whether: (a) it agrees to accept BOC’s bid; or (b) intends to accept one of the bids submitted by a third party; and v. If Coffeyville Resources accepts BOC’S bid, then Coffeyville Resources shall purchase its Excess Product from BOC as of the Excess Product Date in accordance with the terms and conditions of BOCthis Agreement, including the Operating Restrictions set forth in Appendix 1.01. Moreover, during the Delivery PeriodDuring the Delivery Period, Seller shall not substitute or purchase any Resource Adequacy Benefits from any other generating resource or from the market for delivery hereunder. In addition, Seller shall, for any Contact Year, have the option of delivering and selling to SCE, and upon Seller’s bid; exercise of such option SCE shall purchase and receive, the Capacity, Energy, Ancillary Services Capacity and Associated Ancillary Services Energy from the Project on the terms and conditions of this Agreement (***the “Energy Put Option”). Seller may exercise its Energy Put Option for any Contract Year by delivering Notice of such exercise to SCE at least two years before the start of such Contract Year, but in no event more than three years before the start of any Contract Year, provided that Seller must exercise its Energy Put Option for the first Contract Year at least two years (and no more than three years) before the Expected Initial Delivery Date as of the Effective Date, and its Energy Put Option for the second Contract Year at least one year (***)and no more than two years) before the Expected Initial Delivery Date as of the Effective Date. Upon exercise of such option, the Capacity, Energy, Ancillary Services Capacity and Associated Ancillary Services Energy from the Project shall be included in the Product delivered and sold by Seller to SCE under this Agreement for such Contract Year, and Seller shall not substitute or purchase any Capacity, Energy, Ancillary Services, or Ancillary Service Capacity or Resource Adequacy Benefits from any other generating resource, non-generator resource, or storage device or from the market for delivery hereunder.

Purchase and Sale of Product. (a) It is anticipated that the BOC Plant will be operated on a continuous basis during the Supply Period and will produce a uniform volume of Product. From time to time Coffeyville Resources will advise BOC of the volume of Product it will purchase from BOC, such advice to be effective until new advice is given by Coffeyville Resources. Coffeyville Resources shall pay BOC for such Product in accordance with the provisions of Section 4 hereof. In the event Coffeyville Resources desires to take delivery of less Product than that amount described in Paragraph II of Exhibit A hereto, then Coffeyville Resources will continue to pay BOC for such Product in accordance with the provisions of Section 4 hereof, provided, however, that in the event that Coffeyville Resources desires to purchase less Product than that amount described in Paragraph II of Exhibit A for a period of more than twenty-four (24) hours, then the Supply Period shall be extended by that number of hours that is equal to the number of hours for which Coffeyville Resources desires to take delivery of less Product than that amount described in Paragraph II of Exhibit A, but not to exceed 180 days, and there shall be no Minimum Product Charge during such extension period. (i) During the Supply Period, BOC shall sell and deliver to Coffeyville Resources, and Coffeyville Resources shall purchase and accept from BOC, Coffeyville Resources’ requirements of Product for its Gasification Project located at the Coffeyville Plant Site; provided, however, that BOC shall not be obligated to supply gaseous Oxygen Product or gaseous Nitrogen Product from the BOC Plant to Coffeyville Resources at an instantaneous flow rate in excess of the applicable rate that is stated in Paragraph II of Exhibit A or vaporized liquid Oxygen Product or vaporized liquid Nitrogen Product from the Liquid Product Storage Facility at a rate in excess of the applicable vaporization capacity set forth in Paragraph III of Exhibit A. Delivery and transfer of title to all Product shall be made at the point where each of the Coffeyville Pipelines are connected to the corresponding BOC Pipelines. (ii) BOC’s delivery commitments to Coffeyville Resources, as stated in Paragraph 3(b) (i) above, shall be satisfied, primarily, by the delivery of gaseous Product produced at the BOC Plant; however, if the BOC Plant is not operating, or Coffeyville Resources’ requirements exceed the capacity of the BOC Plant, BOC will then supply Coffeyville Resources with vaporized liquid Product delivered from the inventory of the Liquid Product Storage Facility. If requested by Coffeyville Resources, BOC will replenish the inventory of the Liquid Product Storage Facility with hauled-in liquid product to the extent available from outside sources (“Supplemental Product”). Supplemental Product shall be billed to Coffeyville Resources as set forth in Paragraphs IV and V of Exhibit G. (iii) During the Supply Period, Coffeyville Resources shall not purchase any Oxygen Products or Nitrogen Products for any other use at the Coffeyville Plant Site from any third party except as set forth in section 3(d) below. (c) In the event that during the Supply Period BOC elects to produce Product in excess of the amount of Product to be purchased by Coffeyville Resources hereunder for the purpose of retaining, marketing and selling such Product for its own account pursuant to Section 5 hereof, BOC shall pay Coffeyville Resources any incremental cost Coffeyville Resources incurs in order to provide sufficient quantities of those items provided by Coffeyville Resources pursuant to Section 2(f) hereof to allow BOC to produce such excess Product. For the purposes of this Section 3(c), Coffeyville Resources’ incremental costs for liquid Oxygen Product and liquid Nitrogen Product retained by BOC for its own account and sold to third parties shall be deemed paid in full upon the credit to Coffeyville Resources by BOC of the following amounts: (***) per ton of such liquid Oxygen Product (***) per ton of such liquid Nitrogen Product BOC shall meter all quantities of such liquid Product on BOC’s truck scales and shall calculate and provide to Coffeyville Resources all credits due to Coffeyville Resources therefor on a monthly basis. Coffeyville Resources will apply those credits against BOC’s invoices for the Minimum Product Charge. . (d***) If at any time during the Supply Period Coffeyville Resource’s requirements for Product exceed, or are expected to exceed, any of the instantaneous flow rates set forth in Paragraph II of Exhibit A by an amount which exceeds such instantaneous flow rate by at least 10 percent (the amount of such excess over and above 10% defined herein as “Excess Product”), then: i. Coffeyville Resources shall promptly provide BOC with written notice (“Excess Product Notice”) of the need for such Excess Product in accordance with Section 15 of this Agreement. Such Excess Product Notice shall include the approximate quantity of Excess Product and the approximate date by which Coffeyville Resources requires such Excess Product (“Excess Product Date”); and ii. For 60 days following BOC’s receipt of such Excess Product Notice, BOC and Coffeyville Resources shall work together to jointly develop and request for Proposal (“RFP”) for the purpose of soliciting bids from third parties and BOC for supplying Excess Product to the Coffeyville Facilities by the Excess Product Date. BOC and Coffeyville Resources agree that it is their mutual intention that the RFP will not provide for the solicitation of bids for the sale of equipment, but will be limited to contracts for the supply of Excess Product; and iii. Coffeyville Resources shall have 60 days from the date BOC and Coffeyville Resources complete preparation of the RFP to distribute the RFP and solicit bids from BOC and any third party bidders (“Bidding Period”); provided, however, that if BOC and Coffeyville fail to complete the RFP by the time described in Section 3(d)(ii) above, then Coffeyville Resources may submit its own RFP to BOC and third parties and the 60 day Bidding Period would then start on the date of Coffeyville Resources’ distribution of such RFP; and iv. Within 7 days after the conclusion of the Bidding Period, Coffeyville Resources shall provide BOC with written notice (“Bid Decision Notice”), in accordance with Section 15 of this Agreement, as to whether: (a) it agrees to accept BOC’s bid; or (b) intends to accept one of the bids submitted by a third party; and v. If Coffeyville Resources accepts BOC’S bid, then Coffeyville Resources shall purchase its Excess Product from BOC as of the Excess Product Date in accordance with the terms and conditions of BOC’s bid; and (***) (***)

Purchase and Sale of Product. 2.1 MALLINCKRODT understands and agrees that AMYLIN shall have the right to manufacture Product itself or have Product manufactured by other manufacturers. 2.2 MALLINCKRODT agrees to manufacture and supply to AMYLIN the amounts of Product as ordered by AMYLIN pursuant to written purchase orders issued hereunder by AMYLIN using a form of purchase order mutually acceptable to both parties (a) It is anticipated that “Purchase Order”), specifying the BOC Plant will be operated on a continuous basis during the Supply Period quantity, Nominal Lot quantity, and will produce a uniform volume of Productdelivery date. From time AMYLIN shall submit each Purchase Order to time Coffeyville Resources will advise BOC MALLINCKRODT at least [***] in advance of the volume of Product it will purchase from BOC, such advice to be effective until new advice is given by Coffeyville Resources. Coffeyville Resources shall pay BOC for such Product shipment date specified in the Purchase Order and otherwise in accordance with the provisions of Section 4 requirements hereof. In the event Coffeyville Resources desires that AMYLIN requests a change to take a Purchase Order, MALLINCKRODT shall use commercially reasonable efforts to accommodate such request. All Purchase Orders shall be subject to written acceptance by MALLINCKRODT, which acceptance shall not unreasonably be withheld or delayed. Notwithstanding any other provision hereof, except with respect to Product volumes, delivery dates and shipping instructions, no term or condition of less any Purchase Order issued by AMYLIN, any acknowledgement by MALLINCKRODT or any other document of either party that is in any manner additional to, different from or varies the terms and conditions hereof shall be deemed to be of any force or effect. 2.3 Notwithstanding the provisions of Paragraph 2.2 above, AMYLIN agrees to purchase from MALLINCKRODT (except to the extent MALLINCKRODT does not accept a Purchase Order pursuant to Paragraph 2.2 above): [***] Notwithstanding the above, AMYLIN shall not be required to purchase Product than that under this Agreement unless MALLINCKRODT manufactures and delivers all Product Validation Lots meeting all Product Requirements and Validation Requirements in accordance with this Agreement. 2.4 For each gram of Product supplied hereunder by MALLINCKRODT, AMYLIN will pay to MALLINCKRODT a price per gram based on the cumulative volume of Product ordered for supply during any given Contract Year. The per gram price to be billed to AMYLIN for any Lot or other discrete volume of Product shipped to AMYLIN during any Contract Year will be at the applicable price for Product based on the most recent Contract Year Forecast submitted by AMYLIN prior to the shipment by MALLINCKRODT of any such amount described in Paragraph II of Exhibit A heretoProduct. Based on the foregoing, then Coffeyville Resources AMYLIN will continue pay to pay BOC MALLINCKRODT a per gram price for such Product (“Product Price”) in accordance with the provisions of Section 4 hereof, provided, however, that following: [***] The Product Prices set forth in the event immediately preceding sentence shall be firm through [***]. 2.5 If, with respect to any given Contract Year, it is clear that Coffeyville Resources desires the annual volume assumptions on which the Product Prices reflected in any one or more invoices for Product shipped to purchase less Product than that amount described in Paragraph II of Exhibit A for a period of more than twenty-four (24) hoursAMYLIN during such Contract Year are based are incorrect, then within thirty (30) days after the Supply Period shall be extended end of such Contract Year, MALLINCKRODT will send corrected invoices to AMYLIN indicating the actual per gram price for Product shipped during such Contract Year with respect to such invoices based on the actual volume of Product ordered for delivery during such Contract Year. If, on the basis of all such corrected invoices with respect to a particular Contract Year, when considered in the aggregate, the amount paid or payable by that number AMYLIN for Product shipped during such Contract Year against invoices previously issued by MALLINCKRODT is in excess of hours that is the amount payable by AMYLIN pursuant to all such corrected invoices then MALLINCKRODT shall, contemporaneous with the delivery of such corrected invoices and at AMYLIN’s option, give AMYLIN a full refund of the excess amount or, with respect to any previously issued but as yet unpaid invoice, issue an appropriate credit equal to the number excess amount of hours any such invoice. If, on the basis of all such corrected invoices with respect to a particular Contract Year, when considered in the aggregate, the amount paid or payable by AMYLIN for which Coffeyville Resources desires Product shipped during such Contract Year against invoices previously issued by MALLINCKRODT is less than the amount payable by AMYLIN pursuant to take delivery all such corrected invoices, then AMYLIN shall, within thirty (30) days after the receipt of less Product such corrected invoices, pay to MALLINCKRODT the full additional amount due as reflected on such corrected invoices. 2.6 Notwithstanding Paragraph 2.5 set forth immediately above, AMYLIN shall have the right (through any independent agents or representatives that are reasonably acceptable to MALLINCKRODT and upon advance written notice to MALLINCKRODT), with respect to any Contract Year ending not more than that amount described [***] prior to the date of notice requesting an audit, to audit the books and records of MALLINCKRODT to determine whether or not the amounts reflected on any original invoices relevant to any such Contract Year or any corrected invoices issued by MALLINCKRODT to AMYLIN in accordance with Paragraph II of Exhibit A, but not to exceed 180 days2.5 set forth immediately above are accurate, and there in particular (without limitation) whether or not the Product Costs as reflected in any Annual Adjustment Notice have been reported and invoiced correctly by MALLINCKRODT, as applicable in any given case. In the event that, as a consequence of any such audit or examination, AMYLIN reasonably disagrees with any amounts set forth on original or corrected invoices issued by MALLINCKRODT, AMYLIN shall inform MALLINCKRODT in writing and in reasonable detail of the amounts to be no Minimum Product Charge during refunded and, unless and to the extent MALLINCKRODT disputes the amounts set forth by AMYLIN in any such extension period. notice, MALLINCKRODT will refund to AMYLIN any such undisputed amounts within fifteen (i15) During days of the Supply Periodreceipt of any such notice from AMYLIN. In the event MALLINCKRODT does dispute all or any portion of any refund claimed by AMYLIN, BOC MALLINCKRODT will so notify AMYLIN within such fifteen (15) day period and the parties will attempt thereafter to resolve such dispute amicably and, if they cannot do so, may agree to submit the dispute to binding arbitration or independently pursue any other remedies available to them to resolve such dispute. AMYLIN shall sell and deliver to Coffeyville Resources, and Coffeyville Resources shall purchase and accept from BOC, Coffeyville Resources’ requirements bear the expense of Product for its Gasification Project located at the Coffeyville Plant Sitesuch audit; provided, however, that BOC shall not be obligated that, if such audit reflects overpayments by AMYLIN, which are undisputed or confirmed as overpayments pursuant to supply gaseous Oxygen Product or gaseous Nitrogen Product from the BOC Plant dispute resolution procedure referred to Coffeyville Resources at an instantaneous flow rate in the preceding sentence, in excess of [***] of the payments actually due by AMYLIN hereunder for the applicable rate that is stated in Paragraph II period, then MALLINCKRODT shall reimburse AMYLIN for the reasonable expenses of Exhibit A or vaporized liquid Oxygen Product or vaporized liquid Nitrogen Product from the Liquid Product Storage Facility at a rate in excess of the applicable vaporization capacity set forth in Paragraph III of Exhibit A. Delivery and transfer of title to all Product shall be made at the point where each of the Coffeyville Pipelines are connected to the corresponding BOC Pipelinessuch audit. (ii) BOC’s delivery commitments 2.7 At the time of shipment by MALLINCKRODT to Coffeyville ResourcesAMYLIN of any Lot hereunder, as stated in Paragraph 3(b) (i) above, MALLINCKRODT shall be satisfied, primarily, by submit to AMYLIN an invoice setting forth the delivery of gaseous Product produced at the BOC Plant; however, if the BOC Plant is not operating, or Coffeyville Resources’ requirements exceed the capacity of the BOC Plant, BOC will then supply Coffeyville Resources with vaporized liquid Product delivered from the inventory of the Liquid Product Storage Facility. If requested by Coffeyville Resources, BOC will replenish the inventory of the Liquid Product Storage Facility with hauled-in liquid product to the extent available from outside sources (“Supplemental Product”). Supplemental Product shall be billed to Coffeyville Resources as set forth in Paragraphs IV and V of Exhibit G. (iii) During the Supply Period, Coffeyville Resources shall not purchase any Oxygen Products or Nitrogen Products for any other use at the Coffeyville Plant Site from any third party except as set forth in section 3(d) below. (c) In the event that during the Supply Period BOC elects to produce Product in excess of the total amount of Product being shipped to be purchased by Coffeyville Resources hereunder for AMYLIN and the purpose of retaining, marketing and selling such Product for its own account amount due to MALLINCKRODT pursuant to Section 5 hereof, BOC shall pay Coffeyville Resources any incremental cost Coffeyville Resources incurs in order to provide sufficient quantities of those items provided by Coffeyville Resources pursuant to Section 2(f) hereof to allow BOC to produce such excess Product. For the purposes of this Section 3(c), Coffeyville Resources’ incremental costs for liquid Oxygen Product and liquid Nitrogen Product retained by BOC for its own account and sold to third parties shall be deemed paid in full upon the credit to Coffeyville Resources by BOC of the following amounts: (***) per ton of such liquid Oxygen Product (***) per ton of such liquid Nitrogen Product BOC shall meter all quantities of such liquid Product on BOC’s truck scales and shall calculate and provide to Coffeyville Resources all credits due to Coffeyville Resources therefor on a monthly basis. Coffeyville Resources will apply those credits against BOC’s invoices for the Minimum Product Charge. (d) If at any time during the Supply Period Coffeyville Resource’s requirements for Product exceed, or are expected to exceed, any of the instantaneous flow rates set forth in Paragraph II of Exhibit A by an amount which exceeds such instantaneous flow rate by at least 10 percent (the amount of such excess over and above 10% defined herein as “Excess Product”), then: i. Coffeyville Resources shall promptly provide BOC with written notice (“Excess Product Notice”) of the need for such Excess Product volume assumptions made in accordance with Section 15 of this AgreementParagraph 2.4 hereof. Such Excess Each such invoice shall also contain a certification that the Product Notice for which AMYLIN is being billed has been produced fully in conformance with Product Requirements. Any such invoice shall include the approximate quantity of Excess Product and the approximate date be payable by which Coffeyville Resources requires such Excess Product AMYLIN within sixty (“Excess Product Date”); and ii. For 60 60) days following BOCafter AMYLIN’s receipt of such Excess Product Notice, BOC and Coffeyville Resources shall work together to jointly develop and request for Proposal invoice. 2.8 Within thirty (“RFP”30) for the purpose of soliciting bids from third parties and BOC for supplying Excess Product to the Coffeyville Facilities by the Excess Product Date. BOC and Coffeyville Resources agree that it is their mutual intention that the RFP will not provide for the solicitation of bids for the sale of equipment, but will be limited to contracts for the supply of Excess Product; and iii. Coffeyville Resources shall have 60 days from the date BOC and Coffeyville Resources complete preparation of the RFP to distribute the RFP and solicit bids from BOC and any third party bidders (“Bidding Period”); provided, however, that if BOC and Coffeyville fail to complete the RFP by the time described in Section 3(d)(ii) above, then Coffeyville Resources may submit its own RFP to BOC and third parties and the 60 day Bidding Period would then start on the date of Coffeyville Resources’ distribution of such RFP; and iv. Within 7 days after the conclusion Effective Date, AMYLIN shall submit to MALLINCKRODT a rolling forecast of Product that AMYLIN in good faith estimates it will order from MALLINCKRODT for the Bidding Periodfirst Contract Year (as updated on a rolling basis, Coffeyville Resources shall provide BOC with written notice (the “Bid Decision NoticeContract Year Forecast”). Thereafter, in accordance with Section 15 of this Agreement, as to whether: (a) it agrees to accept BOC’s bid; or (b) intends to accept one of the bids submitted by a third party; and v. If Coffeyville Resources accepts BOC’S bid, then Coffeyville Resources shall purchase its Excess Product from BOC on and as of the Excess Product Date in accordance with the terms and conditions first day of BOC’s bid; and ([***) (], AMYLIN will furnish MALLINCKRODT with an updated Contract Year Forecast indicating AMYLIN’s good faith estimate of the amounts of Product it expects to order during the next [***)] period. The Contract Year Forecast will be non-binding and will be used by MALLINCKRODT for production planning, but in all circumstances AMYLIN shall act in good faith and with reasonable care to submit forecasts for Product which are as accurate as possible under the circumstances.