Common use of Seller’s Vendors Clause in Contracts

Seller’s Vendors. At Buyer’s request, Buyer will perform a quality system assessment of the vendors who provide Seller with raw components/materials, sub-assemblies or contract services for Products. All such vendors who provide Seller with such materials and services as of the Effective Date are set forth on Exhibit F attached hereto, which Exhibit F will be amended from time to time as Seller’s vendors change. Buyer shall confirm in writing to Seller no later than ** ** days after the Effective Date (and no later than ** ** days after the date of any amendment to Exhibit F) the vendors listed on Exhibit F with which Buyer’s Oncology Business (defined below) has a pre-existing relationship (collectively, “Buyer’s Vendors”). Seller agrees to assist Buyer in arranging visits and inspection of the plants at which Seller’s vendors manufacture any component/material, sub-assembly or service for any Product. Seller shall not change the outsourcing of any sub-component of any Product unless approved in writing in advance by Buyer in accordance with Section 3.1 hereof. In addition, Seller shall obtain Buyer’s prior written approval, which Buyer shall not unreasonably withhold, with respect to each supplier, including a new supplier or a change to an existing supplier, of any material, component, sub-assembly or service relating to any Product as described in Section 3.1 hereof. For avoidance of doubt, Seller shall not incorporate into any Product any material, component or sub-assembly purchased from a third-party supplier, or permit any third party to perform services relating to a Product, unless approved in writing in advance by Buyer in accordance with Section 3.1 hereof. Buyer agrees, on behalf of its Oncology Business, not to contract directly with any vendors listed on Exhibit F, as amended, who supply Seller with Product components, for components of the Product for sale by Buyer’s Oncology Business during, and for a period of ** ** years after any termination or expiration of, this Agreement for any reason except as set forth in the next sentence; provided that this restriction in no way applies to or otherwise limits Buyer’s right to contract directly with (a) ** **, (b) Buyer’s Vendors, or (c) any vendor that Buyer introduces to Seller, and further, except as permitted in subclauses (a), (b) and (c) of this sentence, Buyer’s Oncology Business will not accept via intra-company transfer or otherwise such Product components purchased by Buyer or its Affiliates from Seller’s vendors listed on Exhibit F, as amended. Notwithstanding the foregoing, such restriction on Buyer’s Oncology Business’ contracting with Seller’s vendors as set forth in the preceding sentence shall not apply in the event Seller breaches this Agreement and Buyer terminates therefor pursuant to Sections 7.1(a), 7.1(b)(i), or 7.4, hereof. Seller agrees that, at such time as the Parties mutually execute the design transfer document referenced in Section 1.3(b), Seller will enter into, and during the balance of the term of this Agreement, will maintain, a written supplier agreement with ** **for the supply of the sintered tip incorporated into the Product, and a written understanding with ** ** whereby Buyer would be able to visit and inspect ** ** upon reasonable notice; provided, that Seller agrees that it will not at any time during and for a period of ** ** years after any termination or expiration of this Agreement for any reason enter into an exclusive supply arrangement or any other agreement or arrangement with ** ** that would limit ** ** ability to sell or otherwise provide any components or products to Buyer or its Affiliates. As used herein, “Buyer’s Oncology Business” means that part of Buyer’s business primarily responsible for Buyer’s oncological business. BUYER: __________ Page 6 of 24 SELLER: __________

Seller’s Vendors. At Buyer’s request, Buyer will perform a quality system assessment of the vendors who provide Seller with raw components/materials, sub-assemblies or contract services for Products. All such vendors who provide Seller with such materials and services as of the Effective Date are set forth on Exhibit F attached hereto, which Exhibit F will be amended from time to time as Seller’s vendors change. Buyer shall confirm in writing to Seller no later than ** ** thirty (30) days after the Effective Date (and no later than ** ** thirty (30) days after the date of any amendment to Exhibit F) the vendors listed on Exhibit F with which Buyer’s Oncology Business (defined below) has a pre-existing relationship (collectively, “Buyer’s Vendors”). Seller agrees to assist Buyer in arranging visits and inspection of the plants at which Seller’s vendors manufacture any component/material, sub-assembly or service for any Product. Seller shall not change the outsourcing of any sub-component of any Product unless approved in writing in advance by Buyer in accordance with Section 3.1 hereof. In addition, Seller shall obtain Buyer’s prior written approval, which Buyer shall not unreasonably withhold, with respect to each supplier, including a new supplier or a change to an existing supplier, of any material, component, sub-assembly or service relating to any Product as described in Section 3.1 hereof. For avoidance of doubt, Seller shall not incorporate into any Product any material, component or sub-assembly purchased from a third-party supplier, or permit any third party to perform services relating to a Product, unless approved in writing in advance by Buyer in accordance with Section 3.1 hereof. Buyer agrees, on behalf of its Oncology Business, not to contract directly with any vendors listed on Exhibit F, as amended, who supply Seller with Product components, for components of the Product for sale by Buyer’s Oncology Business during, and for a period of ** ** two (2) years after any termination or expiration of, this Agreement for any reason except as set forth in the next sentence; provided that this restriction in no way applies to or otherwise limits Buyer’s right to contract directly with (a) ** **Xxxx Corporation (“Xxxx”), (b) Buyer’s Vendors, or (c) any vendor that Buyer introduces to Seller, and further, except as permitted in subclauses (a), (b) and (c) of this sentence, Buyer’s Oncology Business will not accept via intra-company transfer or otherwise such Product components purchased by Buyer or its Affiliates from Seller’s vendors listed on Exhibit F, as amended. Notwithstanding the foregoing, such restriction on Buyer’s Oncology Business’ contracting with Seller’s vendors as set forth in the preceding sentence shall not apply in the event Seller breaches this Agreement and Buyer terminates therefor pursuant to Sections 7.1(a), 7.1(b)(i), or 7.4, hereof. Seller agrees that, at such time as the Parties mutually execute the design transfer document referenced in Section 1.3(b), Seller will enter into, and during the balance of the term of this Agreement, will maintain, a written supplier agreement with ** **Xxxx for the supply of the sintered tip incorporated into the Product, and a written understanding with ** ** Xxxx whereby Buyer would be able to visit and inspect ** ** Xxxx upon reasonable notice; provided, that Seller agrees that it will not at any time during and for a period of ** ** five (5) years after any termination or expiration of this Agreement for any reason enter into an exclusive supply arrangement or any other agreement or arrangement with ** ** Xxxx that would limit ** ** Xxxx’x ability to sell or otherwise provide any components or products to Buyer or its Affiliates. As used herein, “Buyer’s Oncology Business” means that part of Buyer’s business primarily responsible for Buyer’s oncological business. BUYER: __________ Page 6 of 24 SELLER: __________.

Seller’s Vendors. At Buyer’s request, Buyer will perform a quality system assessment of the vendors who provide Seller with raw components/materials, sub-assemblies or contract services for Products. All such vendors who provide Seller with such materials and services as of the Effective Date are set forth on Exhibit F attached hereto, which Exhibit F will be amended from time to time as Seller’s vendors change. Buyer shall confirm in writing to Seller no later than ** ** days after the Effective Date (and no later than ** ** days after the date of any amendment to Exhibit F) the vendors listed on Exhibit F with which Buyer’s Oncology Business (defined below) has a pre-existing relationship (collectively, “Buyer’s Vendors”). Seller Xxxxxx agrees to assist Buyer Xxxxx in arranging visits and inspection of the plants at which Seller’s vendors manufacture any component/material, sub-assembly or service for any Product. Seller shall not change the outsourcing of any sub-component of any Product unless approved in writing in advance by Buyer in accordance with Section 3.1 hereof. In addition, Seller shall obtain Buyer’s prior written approval, which Buyer shall not unreasonably withhold, with respect to each supplier, including a new supplier or a change to an existing supplier, of any material, component, sub-assembly or service relating to any Product as described in Section 3.1 hereof. For avoidance of doubt, Seller shall not incorporate into any Product any material, component or sub-assembly purchased from a third-party supplier, or permit any third party to perform services relating to a Product, unless approved in writing in advance by Buyer in accordance with Section 3.1 hereof. Buyer agrees, on behalf of its Oncology Business, not to contract directly with any vendors listed on Exhibit F, as amended, who supply Seller with Product components, for components of the Product for sale by Buyer’s Oncology Business during, and for a period of ** ** years after any termination or expiration of, this Agreement for any reason except as set forth in the next sentence; provided that this restriction in no way applies to or otherwise limits Buyer’s right to contract directly with (a) ** **, (b) Buyer’s Vendors, or (c) any vendor that Buyer introduces to Seller, and further, except as permitted in subclauses (a), (b) and (c) of this sentence, Buyer’s Oncology Business will not accept via intra-company transfer or otherwise such Product components purchased by Buyer or its Affiliates from Seller’s vendors listed on Exhibit F, as amended. Notwithstanding the foregoing, such restriction on Buyer’s Oncology Business’ contracting with Seller’s vendors as set forth in the preceding sentence shall not apply in the event Seller breaches this Agreement and Buyer terminates therefor pursuant to Sections 7.1(a), 7.1(b)(i), or 7.4, hereof. Seller agrees that, at such time as the Parties mutually execute the design transfer document referenced in Section 1.3(b), Seller will enter into, and during the balance of the term of this Agreement, will maintain, a written supplier agreement with ** **for the supply of the sintered tip incorporated into the Product, and a written understanding with ** ** whereby Buyer would be able to visit and inspect ** ** upon reasonable notice; provided, that Seller agrees that it will not at any time during and for a period of ** ** years after any termination or expiration of this Agreement for any reason enter into an exclusive supply arrangement or any other agreement or arrangement with ** ** that would limit ** ** ability to sell or otherwise provide any components or products to Buyer or its Affiliates. As used herein, “Buyer’s Oncology Business” means that part of BuyerXxxxx’s business primarily responsible for Buyer’s oncological business. BUYER: __________ Page 6 of 24 SELLER: __________:

Seller’s Vendors. At Buyer’s request, Buyer will perform a quality system assessment of the vendors who provide Seller with raw components/materials, sub-assemblies or contract services for Products. All such vendors who provide Seller with such materials and services as of the Effective Date are set forth on Exhibit F attached hereto, which Exhibit F will be amended from time to time as Seller’s vendors change. Buyer shall confirm in writing to Seller no later than ** ** days after the Effective Date (and no later than ** ** days after the date of any amendment to Exhibit F) the vendors listed on Exhibit F with which Buyer’s Oncology Business (defined below) has a pre-existing relationship (collectively, “Buyer’s Vendors”). Seller agrees to assist Buyer in arranging visits and inspection of the plants at which Seller’s vendors manufacture any component/material, sub-assembly or service for any Product. Seller shall not change the outsourcing of any sub-component of any Product unless approved in writing in advance by Buyer in accordance with Section 3.1 hereof. In addition, Seller shall obtain Buyer’s prior written approval, which Buyer shall not unreasonably withhold, with respect to each supplier, including a new supplier or a change to an existing supplier, of any material, component, sub-assembly or service relating to any Product as described in Section 3.1 hereof. For avoidance of doubt, Seller shall not incorporate into any Product any material, component or sub-assembly purchased from a third-party supplier, or permit any third party to perform services relating to a Product, unless approved in writing in advance by Buyer in accordance with Section 3.1 hereof. Buyer agrees, on behalf of its Oncology Business, not to contract directly with any vendors listed on Exhibit F, as amended, who supply Seller with Product components, for components of the Product for sale by Buyer’s Oncology Business during, and for a period of ** ** years after any termination or expiration of, this Agreement for any reason except as set forth in the next sentence; provided that this restriction in no way applies to or otherwise limits Buyer’s right to contract directly with (a) ** **, (b) Buyer’s Vendors, or (c) any vendor that Buyer introduces to Seller, and further, except as permitted in subclauses (a), (b) and (c) of this sentence, Buyer’s Oncology Business will not accept via intra-company transfer or otherwise such Product components purchased by Buyer or its Affiliates from Seller’s vendors listed on Exhibit F, as amended. Notwithstanding the foregoing, such restriction on Buyer’s Oncology Business’ contracting with Seller’s vendors as set forth in the preceding sentence shall not apply in the event Seller breaches this Agreement and Buyer terminates therefor pursuant to Sections 7.1(a), 7.1(b)(i), or 7.4, hereof. Seller agrees that, at such time as the Parties mutually execute the design transfer document referenced in Section 1.3(b), Seller will enter into, and during the balance of the term of this Agreement, will maintain, a written supplier agreement with ** **for the supply of the sintered tip incorporated into the Product, and a written understanding with ** ** whereby Buyer would be able to visit and inspect ** ** upon reasonable notice; provided, that Seller agrees that it will not at any time during and for a period of ** ** years after any termination or expiration of this Agreement for any reason enter into an exclusive supply arrangement or any other agreement or arrangement with ** ** that would limit ** ** ability to sell or otherwise provide any components or products to Buyer or its Affiliates. As used herein, “Buyer’s Oncology Business” means that part of Buyer’s business primarily responsible for Buyer’s oncological business. BUYER: __________ Page 6 of 24 SELLER: __________: