Common use of Sale and Purchase Obligations Clause in Contracts

Sale and Purchase Obligations. Section 2.01 Except as set forth in this Article II and provided that the QiG Supply Agreement has not been terminated by QiG Group pursuant to Section III.A(i) or Section III.A(ii) thereof, QiG Group agrees to purchase, and require each QiG Affiliate and QiG Licensee to purchase, exclusively from Greatbatch, all of its or their, as applicable, requirements for Product Components with respect to each Product it or they, as applicable, develops or has developed on its or their behalf. With respect to each Product, the period during which QiG Group, a QiG Affiliate or a QiG Licensee, as applicable, shall be required to purchase all such Product Components with respect to such Product exclusively from Greatbatch shall commence upon the Substantial Completion of the development of such Product and continue until the date that is five (5) years after the date of receipt of FDA Approval for such Product (the “Initial Term”); provided, however, if the Product is to never be sold in the United States or does not need FDA Approval to be sold in the United States, the “Initial Term” shall be the period commencing upon the Substantial Completion of the development of such Product and ending on the date that is five (5) years after the date of (i) receipt of Regulatory Approval outside the United States for such Product if Regulatory Approval is necessary to permit the sale of such Product outside the United States, or (ii) the first commercial sale of such Product if no Regulatory Approvals are necessary to permit the sale of such Products. Section 2.02 Upon the Substantial Completion of a Product and prior to QiG Group, or any QiG Affiliates or QiG Licensees purchasing any such Product or Product Components with respect to such Product from a third party, QiG Group will promptly notify Greatbatch of such Substantial Completion and, if Greatbatch elects to be the exclusive manufacturer of the Product Components with respect to such Product, the Parties agree (and QiG Group shall cause the QiG Affiliates and the QiG Licensees to agree) to negotiate exclusively and in good faith for a period not to exceed 120 days regarding entry into a definitive manufacturing and supply agreement for the manufacture and supply of Product Components with respect to such Product(s) (each, a “Supply Agreement”), which shall document the purchase and sale obligations described in Sections 2.01 and 2.04 below with respect to such Product(s). The Supply Agreement shall contain terms and conditions substantially similar to the terms of the QiG Supply Agreement, a copy of which is attached hereto as Exhibit A, including, without limitation, (i) pricing for such Product Components that allows each party to achieve substantially similar profit margins as achieved by such party pursuant to the QiG Supply Agreement, (ii) a provision that is substantially similar to Section II.A. of the QiG Supply Agreement, (iii) a term provision reflecting the Initial Term and a requirement that such Supply Agreement shall automatically be renewed after the Initial Term for successive terms of one (1) year each (each a “Renewal Term”) unless notice of non-renewal or termination is given not less than three (3) months prior to the expiration of such Initial Term or Renewal Term, (iv) a right of first refusal provision substantially similar to Section II.C of the QiG Supply Agreement, (v) warranty periods, indemnities, limits of liability and manufacturing, quality and supply obligations substantially similar to those set forth in the QiG Supply Agreement, and (vi) a “Field of Use” definition that reasonably reflects the field of use for such Product. Section 2.03 If, despite good faith and commercially reasonable efforts, Greatbatch and QiG Group, or an QiG Affiliate or QiG Licensee, as applicable, do not execute and deliver a new Supply Agreement within 120 days of QiG Group’s, QiG Affiliate’s or QiG Licensee’s, as applicable, notice to Greatbatch of Substantial Completion of development of a new Product or Product Component, as applicable, QiG Group, or such QiG Affiliate or QiG Licensee, as applicable, shall be free to negotiate a manufacturing and supply agreement with any other third party supplier (a “Third Party Supplier Agreement”), provided that prior to QiG Group’s, QiG Affiliate’s or QiG Licensee’s, as applicable, execution of a Third Party Supplier Agreement, QiG Group, or such QiG Affiliate or QiG Licensee, as applicable, will provide to Greatbatch the key terms of such proposed Third Party Supplier Agreement and for a period lasting at least fourteen (14) days after Greatbatch’s receipt of such terms, Greatbatch will have the opportunity to enter into a manufacturing and supply agreement with QiG Group, or such QiG Affiliate or QiG Licensee, as applicable, on terms substantially consistent with such Third Party Supply Agreement. For the avoidance of doubt, the Parties agree that if the QiG Supply Agreement has been terminated by QiG Group pursuant to Section III.A(i) or Section III.A(ii) thereof, this Agreement will no longer be in effect and QiG Group, QiG Affiliates and QiG Licensees may seek another third party supplier to manufacture any Products or Product Components that are subject to this Article II. Section 2.04 In the event that Greatbatch elects to be the exclusive manufacturer of the Product Components with respect to such Product, Greatbatch agrees that it shall, subject to the terms of the applicable Supply Agreement and during each such Initial Term, manufacture and sell to QiG Group and each of the QiG Affiliates and QiG Licensees all Product Components as may be ordered by QiG Group, the QiG Affiliates, or the QiG Licensees with respect to the Product.

Sale and Purchase Obligations. Section 2.01 Except Subject to all of the terms and conditions of this Agreement: (i) Greatbatch agrees that during the Term, it shall have the exclusive right to manufacture and sell to QiG Group all Relevant Project Components (as set forth described in this Article II and provided or added to Appendix A) that the QiG Supply Agreement has not been terminated may be ordered by QiG Group pursuant to Section III.A(iin accordance with the terms of this Agreement; and (ii) or Section III.A(ii) thereof, QiG Group agrees to purchase, and require each QiG Affiliate and QiG Licensee to purchase, exclusively from Greatbatch, all of its or their, as applicable, requirements for Product Components with respect to each Product it or they, as applicable, develops or has developed on its or their behalf. With respect to each Product, the period during which QiG Group, a QiG Affiliate or a QiG Licensee, as applicable, shall be required to purchase all such Product Components with respect to such Product exclusively from Greatbatch shall commence upon during the Substantial Completion of Term its requirements for Relevant Project Components to be used by QiG Group in the development of such Product and continue until Products. During the date that is five (5) years after the date of receipt of FDA Approval for such Product (the “Initial Term”); provided, however, if the Product QiG Group desires to have an item manufactured that replaces or is intended to never be sold in the United States or does not need FDA Approval to be sold in the United States, the “Initial Term” shall be the period commencing upon the Substantial Completion of the development of replace a Relevant Project Component and such Product and ending on the date that item is five (5) years after the date of (i) receipt of Regulatory Approval outside the United States for such Product if Regulatory Approval is necessary to permit the sale of such Product outside the United Statesbased on, or (ii) that incorporates, Licensed IP and such item falls within the first commercial sale Field of such Product if no Regulatory Approvals are necessary to permit the sale of such Products. Section 2.02 Upon the Substantial Completion of a Product Use, and prior to QiG Group, or any QiG Affiliates or QiG Licensees purchasing any such Product or Product Components with respect to such Product from a third party, QiG Group will promptly notify Greatbatch of such Substantial Completion and, if Greatbatch elects to be the exclusive manufacturer of such item, then such item shall be included as a “Relevant Project Component” under this Agreement and Appendix A will be amended to include such item. Subject to the Product Components with respect to such Productimmediately preceding paragraph, during the Parties agree (and Term, if QiG Group shall cause desires to have an item manufactured that is based on, or that incorporates, Licensed IP and such item falls within the Field of Use, and if Greatbatch elects to be the manufacturer of such item, then QiG Affiliates Group and the QiG Licensees to agree) Greatbatch each agree to negotiate exclusively exclusively, reasonably and in good faith with each other for a period not up to exceed 120 [***] days regarding entry into the terms of a definitive manufacturing and supply agreement including, but not limited to, pricing, acceptable margins for the manufacture each party and supply of Product Components with respect any other unique manufacturing or quality requirements related to such Product(s) (each, a “Supply Agreement”), which shall document item. In the purchase and sale obligations described in Sections 2.01 and 2.04 below with respect event that the parties are unable to such Product(s). The Supply Agreement shall contain agree on terms and conditions substantially similar to the terms of the QiG Supply Agreement, a copy of which is attached hereto as Exhibit A, including, without limitation, (i) pricing for such Product Components that allows each party to achieve substantially similar profit margins as achieved by such party pursuant to the QiG Supply Agreement, (ii) a provision that is substantially similar to Section II.A. of the QiG Supply Agreement, (iii) a term provision reflecting the Initial Term and a requirement that such Supply Agreement shall automatically be renewed after the Initial Term for successive terms of one (1) year each (each a “Renewal Term”) unless notice of non-renewal or termination is given not less than three (3) months prior to the expiration of such Initial Term or Renewal Term, (iv) a right of first refusal provision substantially similar to Section II.C of the QiG Supply Agreement, (v) warranty periods, indemnities, limits of liability and manufacturing, quality and supply obligations substantially similar to those set forth in the QiG Supply Agreement, and (vi) a “Field of Use” definition that reasonably reflects the field of use for such Product. Section 2.03 If, despite good faith and commercially reasonable efforts, Greatbatch and QiG Group, or an QiG Affiliate or QiG Licensee, as applicable, do not execute and deliver a new Supply Agreement within 120 days of QiG Group’s[***] days, QiG Affiliate’s or QiG Licensee’s, as applicable, notice to Greatbatch of Substantial Completion of development of a new Product or Product Component, as applicable, QiG Group, or such QiG Affiliate or QiG Licensee, as applicable, Group shall be free to negotiate a manufacturing and supply agreement with any other third party supplier (a “Third Party Supplier Agreement”), provided suppliers for such item. QiG Group agrees that prior to QiG Group’sexecuting any such third party manufacturing and supply agreement, QiG Affiliate’s or QiG Licensee’s, as applicable, execution it will notify Greatbatch of a Third Party Supplier Agreement, QiG Group, or such QiG Affiliate or QiG Licensee, as applicable, will provide to Greatbatch the key terms of such proposed Third Party Supplier Agreement manufacturing and supply agreement and will, for a period lasting of at least fourteen (14) [***] days after Greatbatch’s receipt of such terms, give Greatbatch will have the opportunity to enter into a manufacturing and supply agreement with QiG Group, or Group for such QiG Affiliate or QiG Licensee, as applicable, item on terms substantially consistent with such Third Party Supply Agreementthird party manufacturing and supply agreement. For CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. During the avoidance of doubtTerm, the Parties agree that if the QiG Supply Agreement has been terminated by QiG Group pursuant desires to Section III.A(i) have an item manufactured that is not based on or Section III.A(ii) thereofdoes not incorporate any Licensed IP but QiG Group intends that such item will be used within the Field of Use, this Agreement then QiG Group will no longer be in effect permitted to negotiate a manufacturing and QiG Group, QiG Affiliates and QiG Licensees may seek another supply agreement with any third party supplier to manufacture any Products or Product Components that are subject to this Article II. Section 2.04 In the event that Greatbatch elects to be the exclusive manufacturer of the Product Components with respect to such Product, Greatbatch item. QiG Group agrees that prior to executing any such third party manufacturing and supply agreement, it shall, subject to will notify Greatbatch of the key terms of such manufacturing and supply agreement and will, for a period of at least [***] days after Greatbatch’s receipt of such terms, give Greatbatch the applicable Supply Agreement opportunity to enter into a manufacturing and during each supply agreement with QiG Group on terms substantially consistent with such Initial Termthird party manufacturing and supply agreement. Further, if at the time QiG Group is initially seeking to have such item manufactured, (a) Greatbatch is unable to manufacture the item so that the item and its manufacture are at least equivalent in terms of technology, quality, ramp-up times, lead times and capacity to manufacture in accordance with this Agreement, (b) Greatbatch is unable to provide at least equivalent in terms of price to manufacture as an offering made by a third party, or (c) the Parties otherwise agree in writing, QiG Group will be free to enter into or negotiate with any other third party supplier for the manufacture of such item(s). Notwithstanding Greatbatch’s exclusive right to manufacture and sell to QiG Group all Relevant Project Components, the parties hereby agree that QiG Group shall have the right to have a third party manufacture the external devices that are currently manufactured by Minnetronix, Inc. and each that are listed under the heading “External Devices” on Appendix A; provided, that in the event that QiG Group elects to have a third party manufacture the external devices, QiG Group shall (i) provide Greatbatch [***] ([***]) months’ written notice prior to any purchase of such external devices from such third party, (ii) purchase 100% of its requirements for such external devices from a party other than Greatbatch after the completion of the QiG Affiliates [***] ([***]) month notice period and QiG Licensees all Product Components as may be ordered by Greatbatch shall have no obligation to sell any external devices to QiG Group; and (iii) purchase from Greatbatch, the QiG Affiliatesand be responsible for, or the QiG Licensees all finished product, WIP, raw material, components, all Safety Stock held in accordance with respect Section VII, all Consignment Products, and any non-cancelable purchase orders outstanding with suppliers related to the Productsuch external devices.

Sale and Purchase Obligations. Section 2.01 Except Subject to all of the terms and conditions of this Agreement: (i) Greatbatch agrees that during the Term, it shall have the exclusive right to manufacture and sell to QiG Group all Relevant Project Components (as set forth described in this Article II and provided or added to Appendix A) that the QiG Supply Agreement has not been terminated may be ordered by QiG Group pursuant to Section III.A(iin accordance with the terms of this Agreement; and (ii) or Section III.A(ii) thereof, QiG Group agrees to purchase, and require each QiG Affiliate and QiG Licensee to purchase, exclusively from Greatbatch, all of its or their, as applicable, requirements for Product Components with respect to each Product it or they, as applicable, develops or has developed on its or their behalf. With respect to each Product, the period during which QiG Group, a QiG Affiliate or a QiG Licensee, as applicable, shall be required to purchase all such Product Components with respect to such Product exclusively from Greatbatch shall commence upon during the Substantial Completion of Term its requirements for Relevant Project Components to be used by QiG Group in the development of such Product and continue until Products. During the date that is five (5) years after the date of receipt of FDA Approval for such Product (the “Initial Term”); provided, however, if the Product QiG Group desires to have an item manufactured that replaces or is intended to never be sold in the United States or does not need FDA Approval to be sold in the United States, the “Initial Term” shall be the period commencing upon the Substantial Completion of the development of replace a Relevant Project Component and such Product and ending on the date that item is five (5) years after the date of (i) receipt of Regulatory Approval outside the United States for such Product if Regulatory Approval is necessary to permit the sale of such Product outside the United Statesbased on, or (ii) that incorporates, Licensed IP and such item falls within the first commercial sale Field of such Product if no Regulatory Approvals are necessary to permit the sale of such Products. Section 2.02 Upon the Substantial Completion of a Product Use, and prior to QiG Group, or any QiG Affiliates or QiG Licensees purchasing any such Product or Product Components with respect to such Product from a third party, QiG Group will promptly notify Greatbatch of such Substantial Completion and, if Greatbatch elects to be the exclusive manufacturer of such item, then such item shall be included as a “Relevant Project Component” under this Agreement and Appendix A will be amended to include such item. Subject to the Product Components with respect to such Productimmediately preceding paragraph, during the Parties agree (and Term, if QiG Group shall cause desires to have an item manufactured that is based on, or that incorporates, Licensed IP and such item falls within the Field of Use, and if Greatbatch elects to be the manufacturer of such item, then QiG Affiliates Group and the QiG Licensees to agree) Greatbatch each agree to negotiate exclusively exclusively, reasonably and in good faith with each other for a period not up to exceed 120 [***] days regarding entry into the terms of a definitive manufacturing and supply agreement including, but not limited to, pricing, acceptable margins for the manufacture each party and supply of Product Components with respect any other unique manufacturing or quality requirements related to such Product(s) (each, a “Supply Agreement”), which shall document item. In the purchase and sale obligations described in Sections 2.01 and 2.04 below with respect event that the parties are unable to such Product(s). The Supply Agreement shall contain agree on terms and conditions substantially similar to the terms of the QiG Supply Agreement, a copy of which is attached hereto as Exhibit A, including, without limitation, (i) pricing for such Product Components that allows each party to achieve substantially similar profit margins as achieved by such party pursuant to the QiG Supply Agreement, (ii) a provision that is substantially similar to Section II.A. of the QiG Supply Agreement, (iii) a term provision reflecting the Initial Term and a requirement that such Supply Agreement shall automatically be renewed after the Initial Term for successive terms of one (1) year each (each a “Renewal Term”) unless notice of non-renewal or termination is given not less than three (3) months prior to the expiration of such Initial Term or Renewal Term, (iv) a right of first refusal provision substantially similar to Section II.C of the QiG Supply Agreement, (v) warranty periods, indemnities, limits of liability and manufacturing, quality and supply obligations substantially similar to those set forth in the QiG Supply Agreement, and (vi) a “Field of Use” definition that reasonably reflects the field of use for such Product. Section 2.03 If, despite good faith and commercially reasonable efforts, Greatbatch and QiG Group, or an QiG Affiliate or QiG Licensee, as applicable, do not execute and deliver a new Supply Agreement within 120 days of QiG Group’s[***] days, QiG Affiliate’s or QiG Licensee’s, as applicable, notice to Greatbatch of Substantial Completion of development of a new Product or Product Component, as applicable, QiG Group, or such QiG Affiliate or QiG Licensee, as applicable, Group shall be free to negotiate a manufacturing and supply agreement with any other third party supplier (a “Third Party Supplier Agreement”), provided suppliers for such item. QiG Group agrees that prior to QiG Group’sexecuting any such third party manufacturing and supply agreement, QiG Affiliate’s or QiG Licensee’s, as applicable, execution it will notify Greatbatch of a Third Party Supplier Agreement, QiG Group, or such QiG Affiliate or QiG Licensee, as applicable, will provide to Greatbatch the key terms of such proposed Third Party Supplier Agreement manufacturing and supply agreement and will, for a period lasting of at least fourteen (14) [***] days after Greatbatch’s receipt of such terms, give Greatbatch will have the opportunity to enter into a manufacturing and supply agreement with QiG Group, or Group for such QiG Affiliate or QiG Licensee, as applicable, item on terms substantially consistent with such Third Party Supply Agreementthird party manufacturing and supply agreement. For During the avoidance of doubtTerm, the Parties agree that if the QiG Supply Agreement has been terminated by QiG Group pursuant desires to Section III.A(i) have an item manufactured that is not based on or Section III.A(ii) thereofdoes not incorporate any Licensed IP but QiG Group intends that such item will be CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. used within the Field of Use, this Agreement then QiG Group will no longer be in effect permitted to negotiate a manufacturing and QiG Group, QiG Affiliates and QiG Licensees may seek another supply agreement with any third party supplier to manufacture any Products or Product Components that are subject to this Article II. Section 2.04 In the event that Greatbatch elects to be the exclusive manufacturer of the Product Components with respect to such Product, Greatbatch item. QiG Group agrees that prior to executing any such third party manufacturing and supply agreement, it shall, subject to will notify Greatbatch of the key terms of such manufacturing and supply agreement and will, for a period of at least [***] days after Greatbatch’s receipt of such terms, give Greatbatch the applicable Supply Agreement opportunity to enter into a manufacturing and during each supply agreement with QiG Group on terms substantially consistent with such Initial Termthird party manufacturing and supply agreement. Further, if at the time QiG Group is initially seeking to have such item manufactured, (a) Greatbatch is unable to manufacture the item so that the item and its manufacture are at least equivalent in terms of technology, quality, ramp-up times, lead times and capacity to manufacture in accordance with this Agreement, (b) Greatbatch is unable to provide at least equivalent in terms of price to manufacture as an offering made by a third party, or (c) the Parties otherwise agree in writing, QiG Group will be free to enter into or negotiate with any other third party supplier for the manufacture of such item(s). Notwithstanding Greatbatch’s exclusive right to manufacture and sell to QiG Group all Relevant Project Components, the parties hereby agree that QiG Group shall have the right to have a third party manufacture the external devices that are currently manufactured by Minnetronix, Inc. and each that are listed under the heading “External Devices” on Appendix A; provided, that in the event that QiG Group elects to have a third party manufacture the external devices, QiG Group shall (i) provide Greatbatch [***] ([***]) months’ written notice prior to any purchase of such external devices from such third party, (ii) purchase 100% of its requirements for such external devices from a party other than Greatbatch after the completion of the QiG Affiliates [***] ([***]) month notice period and QiG Licensees all Product Components as may be ordered by Greatbatch shall have no obligation to sell any external devices to QiG Group; and (iii) purchase from Greatbatch, the QiG Affiliatesand be responsible for, or the QiG Licensees all finished product, WIP, raw material, components, all Safety Stock held in accordance with respect Section VII, all Consignment Products, and any non-cancelable purchase orders outstanding with suppliers related to the Productsuch external devices.