Common use of Supply and Purchase of Product Clause in Contracts

Supply and Purchase of Product. 2.1 It is the intention of both parties to this Agreement that the supply of Product under this Agreement will be sufficient to meet the needs of PURCHASER for the Product in Wesseling. PURCHASER acknowledges that if and to the extent that its demand for 1,3-Butadiene is in excess of the existing 1,3-Butadiene consumption of the present Elastomers production facilities of ELENAC, then this increased demand can be met by DSC only following the giving of an adequate period of advanced notice to DSC, such notice period to be determined by DSC, so as to enable DSC to terminate in accordance any binding obligations, which DSC may have to make deliveries to other customers, thereby making available sufficient 1,3-Butadiene quantities for the supply to PURCHASER to the increased demand of PURCHASER. 2.2 Notwithstanding the provisions of sub-clause 2.1 DSC shall supply to PURCHASER up to 47,000 Tonnes of Product per Year, and PURCHASER shall purchase at least 30,000 Tonnes of Product per Year. 2.3 The obligation of PURCHASER to take delivery of Product may be taken over wholly or in part by one or more of those of its Affiliates listed in Attachment III. In the event that an Affiliate of PURCHASER takes delivery of Product at a location other than Wesseling the price as set out in clause 7 will be fob Wesseling. 2.4 In the event that ELENAC’s 1,3-Butadiene plant does not have sufficient Product available to supply to PURCHASER, DSC has the right to supply Product from other sources provided that such Product complies with the Specifications set out in Attachment I hereto, subject to agreement of terms and conditions for the supply of those volumes between PURCHASER and DSC. DSC will only start to supply Product from any other source following receipt of approval from PURCHASER. In the event that DSC and PURCHASER cannot agree on a price for such volumes, PURCHASER shall have the right to buy at own risk and cost 1,3-Butadiene and DSC commits to provide the use of the loading, unloading, storage and transport systems of ELENAC, at a cost to be agreed between DSC and PURCHASER from time to time.

Supply and Purchase of Product. 2.1 It is the intention of both parties to this Agreement that the supply 5.1 Novartis shall purchase from Cephalon such amount of Product under this Agreement will be sufficient to meet for sale in the needs of PURCHASER for the Product in Wesseling. PURCHASER acknowledges that if and to the extent that its demand for 1,3-Butadiene is in excess of the existing 1,3-Butadiene consumption of the present Elastomers production facilities of ELENAC, then this increased demand can be met by DSC only following the giving of an adequate period of advanced notice to DSC, such notice period to be determined by DSC, so Territory as to enable DSC to terminate in accordance any binding obligations, which DSC may have to make deliveries to other customers, thereby making available sufficient 1,3-Butadiene quantities for the supply to PURCHASER to the increased demand of PURCHASER. 2.2 Notwithstanding the provisions of sub-clause 2.1 DSC shall supply to PURCHASER up to 47,000 Tonnes of Product per Year, and PURCHASER shall purchase at least 30,000 Tonnes of Product per Year. 2.3 The obligation of PURCHASER to take delivery of Product may be taken over wholly or in part by one or more of those of its Affiliates listed in Attachment III. In the event that an Affiliate of PURCHASER takes delivery of Product at a location other than Wesseling the price as set out in clause 7 will be fob Wesseling. 2.4 In the event that ELENAC’s 1,3-Butadiene plant does not have sufficient Product available to supply to PURCHASER, DSC has the right to supply Product from other sources provided that such Product complies with the Specifications set out in Attachment I hereto, subject to agreement of terms and conditions for the supply of those volumes between PURCHASER and DSC. DSC will only start to supply Product from any other source following receipt of approval from PURCHASER. In the event that DSC and PURCHASER cannot agree on a price for such volumes, PURCHASER shall have the right to buy at own risk and cost 1,3-Butadiene and DSC commits to provide the use of the loading, unloading, storage and transport systems of ELENAC, at a cost to be agreed between DSC and PURCHASER from time to time, ready packaged from Cephalon or an Affiliate of Cephalon and shall not alter or amend the packaging of any Product so supplied. The minimum order quantity shall represent no less than three months' supply based on average sales during the previous two months. 5.2 All orders issued by Novartis to Cephalon for the Product shall be processed by Cephalon and delivered at Novartis' expense to the warehouse of Healthcare Logistics Limited at Iver, Buckinghamshire, or such other address as shall be stipulated by Novartis. Cephalon shall use all reasonable endeavours to ensure delivery of Product takes place on the delivery date specified in the order issued by Novartis. 5.3 Cephalon shall be entitled at any time during the Term to make such alterations to the Specification as it may reasonably think fit without giving Novartis prior notice of such alterations. 5.4 Without prejudice to the provisions of Clause 9. Novartis shall carefully examine all quantities of Product supplied by Cephalon on receipt thereof and notify Cephalon within 5 (five) Working Days in writing of any defects reasonably discoverable on careful examination. Cephalon shall replace or, at its option, refund the Supply Price paid for any such quantities found to be so defective but shall not **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. be under any other liability to Novartis in relation to such defects. If Cephalon does not receive a notice as referred to in this Clause, it shall be discharged from all liability (whether arising in negligence or otherwise) arising from such defects and such quantities shall be deemed to have been accepted by Novartis.

Supply and Purchase of Product. 2.1 It is the intention of both parties SELLER shall supply to this Agreement that the supply PURCHASER, and PURCHASER shall purchase from SELLER at least *** Tonnes of Product under this Agreement will be sufficient to meet the needs of PURCHASER for the Product in Wesseling. PURCHASER acknowledges that per Year and, if and to the extent that its demand for 1,3-Butadiene is in excess of the existing 1,3-Butadiene consumption of the present Elastomers production facilities of ELENACso requested by PURCHASER, then this increased demand can be met by DSC only following the giving of an adequate period of advanced notice to DSC, such notice period to be determined by DSC, so as to enable DSC to terminate in accordance any binding obligations, which DSC may have to make deliveries to other customers, thereby making available sufficient 1,3-Butadiene quantities for the supply to PURCHASER to the increased demand of PURCHASER. 2.2 Notwithstanding the provisions of sub-clause 2.1 DSC SELLER shall supply to PURCHASER a quantity up to 47,000 *** Tonnes of Product per Year. Volume nominations shall be made and processed in accordance with the nomination procedures set forth in clause 4. 2.2 If so requested by PURCHASER, and PURCHASER SELLER shall purchase at least 30,000 Tonnes have the option, but not the obligation, to supply quantities of Product in excess of *** Tonnes per YearYear (a pro rated part of that quantity if the Agreement does not commence on the beginning of a calendar year or is terminated or expires otherwise than at the end of a calendar year) on commercial terms to be reasonably agreed between the parties having regard to the invoice price for Product supplied pursuant to clause 2.1 and the costs and savings of SELLER arising on the supply of additional including the costs of importing raw materials and/or Product. 2.3 The obligation of PURCHASER to take delivery of Product pursuant to clause 2.1 may be taken over wholly or in part by one or more of those of its Affiliates listed in Attachment III. In the event that an Affiliate of PURCHASER takes delivery of Product at a location other than Wesseling the price as set out in clause 7 will be fob Wesseling. 2.4 In Each party shall use reasonable endeavors coordinate the event scheduling of their respective Planned Turnarounds such that ELENAC’s 1,3they occur at the same time. Each party shall notify the other of any Planned Turnaround as soon as possible and, in any event, with a minimum of twelve Months’ written notice given prior to the proposed date of commencement of the Planned Turnaround. A Party incurring a Planned Turnaround may at its option, by giving notice no later than on the date on which the Second Nomination (as defined in clause 4.2) is given, be released from its supply or off-Butadiene plant does take obligations (as the case may be) during the period of the Planned Turnaround following which the total amount of the First Nomination (as defined in clause 4.1) or Second Nomination (as the case may be) shall be adjusted by the amount of supply or off-take release. SELLER shall use all reasonable efforts to ensure that the amount of any such annual adjustment shall not have sufficient be applied solely to the monthly nominations falling during the period of the Planned Turnaround but shall be applied pro-rata among all the monthly nominations of the relevant Year, other than effected by the Planned Turnaround, to ensure a reasonable level of continuity of supply of Product available to supply to PURCHASER, DSC has the right to supply Product from other sources provided that such Product complies with the Specifications set out in Attachment I hereto, subject to agreement of terms and conditions for the supply of those volumes between PURCHASER and DSC. DSC will only start to supply Product from any other source following receipt of approval from PURCHASER. In the event that DSC and PURCHASER cannot agree on a price for such volumes, PURCHASER shall have the right to buy at own risk and cost 1,3-Butadiene and DSC commits to provide the use of the loading, unloading, storage and transport systems of ELENAC, at a cost to be agreed between DSC and PURCHASER from time to time.

Supply and Purchase of Product. 2.1 It is (a) During the intention five year period beginning with the date of both parties this Agreement (the "Exclusive Term"), Purchaser hereby agrees to purchase and to cause its Affiliates to purchase from Supplier or such person as Supplier shall designate, the entire requirements of Product by Purchaser, its Affiliates, distributors and sublicensees. After the expiration of the Exclusive Term, Purchaser may, but shall not be required to purchase and to cause its Affiliates to purchase Product from Supplier or Supplier's designee. All Product supplied by Supplier pursuant to this Agreement shall be resold and distributed solely in the Territories for use in the Field. The Purchaser and its Affiliates, distributors and sublicensees shall not resell the Product to any person in the Territories knowing or having reasonable basis to believe that such person intends to re-sell the Product outside of the Territories or use or resell the Product outside of the Field. (b) Supplier agrees to manufacture, package, sell and ship or cause to be manufactured, packaged, sold and shipped, the Product to Purchaser, in finished *** units, subject to Purchaser satisfying its obligations hereunder. All purchases by Purchaser or its Affiliates will be made by purchase orders issued by Purchaser or such Affiliate to Supplier setting forth the quantities of Product ordered and the anticipated delivery date. Quantities of Product shall be identified by units. (c) Purchaser shall provide to Supplier upon the commencement of the Term and in all events not less than 120 days before the expected beginning of the first Marketing Year and thereafter not less than 90 days prior to the commencement of each subsequent Marketing Year a bona fide (based on a realistic estimate of sales in the relevant Marketing Year) 12 month projection of anticipated (not guaranteed) Product purchases by Calendar Quarter by Purchaser and its Affiliates during the upcoming Marketing Year ("Annual Estimate"). Supplier shall have 15 days in which to review the Annual Estimate and advise Purchaser as to whether or not it has the available capacity to manufacturer and supply the Annual Estimate. Supplier shall use all reasonable efforts to put itself in a position whereby it is able to agree with the Purchaser's Annual Estimate for the applicable Marketing Year. If Supplier, having applied such reasonable efforts, advises Purchaser that it cannot manufacture and supply Product equal to the Annual Estimate, Supplier may arrange for a third party manufacturer selected by it and approved by Purchaser, which approval shall not be unreasonably withheld or delayed, to assist Supplier in the manufacturer and supply of Product. If Supplier shall be unable to timely manufacture or have manufactured Product equal to the Annual Estimate, Supplier and Purchaser shall negotiate and adopt a revised Annual Estimate and in such negotiations the Supplier shall use its reasonable efforts to reduce the Purchaser's original Annual Estimate by the smallest number of units reasonably practicable. In such a case, if the revised Annual Estimate is less than the Minimum Purchase requirement for the subject Marketing Year (as expressed in units), the Minimum Purchase requirement for that Marketing Year shall be reduced to the dollar amount (using the table in Section 5(a))corresponding to the number of units in the revised Annual Estimate and a corresponding adjustment shall be made for the Minimum Royalty payable under the License Agreement. (d) Purchase orders for the Product shall be placed with Supplier at least 90 days prior to Purchaser's anticipated delivery date. All Product will be purchased in quantities of not less than one-twelfth (1-12th) of the Annual Estimate unless otherwise requested in advance by Purchaser and agreed to by Supplier, which agreement shall not be unreasonably withheld or delayed. Purchaser ------------------------ *** Material is confidential and has been omitted and filed separately with the Securities and Exchange Commission. submitted in accordance with this Agreement shall be firm and binding upon Purchaser after acceptance by Supplier. Purchase orders for Product shall be deemed acceptable to Supplier provided that the supply quantities and delivery dates do not deviate materially from the Marketing Year Annual Estimate developed by Purchaser. Purchase orders shall be deemed to have been accepted by Supplier seven (7) calendar days after delivery of Product the purchase order to Supplier unless within said seven (7) day period Supplier shall give notice to Purchaser of the unacceptability of said purchase order for a reason for non-acceptance permitted under this Agreement will (which reason shall be sufficient to meet set out in the needs of PURCHASER for the notice). (e) Supplier shall supply ordered Product in Wesseling. PURCHASER acknowledges that if and as requested by Purchaser to the extent that the purchase order does not exceed by an amount greater than fifty percent (50%) from the corresponding month within the Annual Estimate. Supplier shall use all reasonable efforts to fill each purchase order delivered by Purchaser or its demand for 1,3-Butadiene is in excess Affiliates within 90 days of the existing 1,3-Butadiene consumption delivery of the present Elastomers production facilities of ELENAC, then this increased demand can be met by DSC only following the giving of an adequate such purchase order or such lesser period of advanced notice to DSCtime and Purchaser and Supplier shall, such notice period to be determined by DSCin advance, so as to enable DSC to terminate in accordance any binding obligations, which DSC may have to make deliveries to other customers, thereby making available sufficient 1,3-Butadiene quantities for the supply to PURCHASER to the increased demand of PURCHASERagree. 2.2 Notwithstanding the provisions of sub-clause 2.1 DSC shall supply to PURCHASER up to 47,000 Tonnes of Product per Year, and PURCHASER shall purchase at least 30,000 Tonnes of Product per Year. 2.3 The obligation of PURCHASER to take delivery of Product may be taken over wholly or in part by one or more of those of its Affiliates listed in Attachment III. In the event that an Affiliate of PURCHASER takes delivery of Product at a location other than Wesseling the price as set out in clause 7 will be fob Wesseling. 2.4 In the event that ELENAC’s 1,3-Butadiene plant does not have sufficient Product available to supply to PURCHASER, DSC has the right to supply Product from other sources provided that such Product complies with the Specifications set out in Attachment I hereto, subject to agreement of terms and conditions for the supply of those volumes between PURCHASER and DSC. DSC will only start to supply Product from any other source following receipt of approval from PURCHASER. In the event that DSC and PURCHASER cannot agree on a price for such volumes, PURCHASER shall have the right to buy at own risk and cost 1,3-Butadiene and DSC commits to provide the use of the loading, unloading, storage and transport systems of ELENAC, at a cost to be agreed between DSC and PURCHASER from time to time.

Supply and Purchase of Product. 2.1 It is During the intention term of both parties to this Agreement that the Agreement, Seller shall supply Buyer’s requirements of Product under this upto a maximum amount of [*****] Xxxxxxxxx XX Supply Agreement will be sufficient to meet (Amendment) [*****] [Confidential Treatment Requested] Material separately filed with the needs of PURCHASER Securities and Exchange Commission Tonnes/per annum for the calendar years 2012 and 2013 and upto a maximum of [*****] Tonnes/per annum in the calendar year 2014 and upto a maximum of [*****] Tonnes/per annum commencing in the calendar year 2015; and Buyer shall purchase a minimum amount of [*****] Tonnes/per annum of Product in Wesselingeach of those calendar years. PURCHASER acknowledges that if and In the calendar year 2014, Buyer shall have the option to the extent that its demand for 1,3-Butadiene is in excess of the existing 1,3-Butadiene consumption of the present Elastomers production facilities of ELENAC, then this increased demand can be met by DSC only following the giving of an adequate period of advanced notice require Seller to DSC, such notice period to be determined by DSC, so as to enable DSC to terminate in accordance any binding obligations, which DSC may have to make deliveries to other customers, thereby making available sufficient 1,3-Butadiene quantities for the supply to PURCHASER to the increased demand of PURCHASER. 2.2 Notwithstanding the provisions of sub-clause 2.1 DSC shall supply to PURCHASER up to 47,000 [*****] Tonnes of Product per annum provided the annual maximum amount of Product to be purchased by Buyer from Seller’s Affiliate at Berre, France, is reduced by an amount equivalent to the quantity of Product exceeding [*****] Tonnes purchased under this Agreement. 2.2 Each Party shall notify the other of any Planned Turnaround as soon as possible and, in any event, with a minimum of twelve Months’ written notice given prior to the date of commencement of the Planned Turnaround. A Party incurring a Planned Turnaround may at its option, by giving notice no later than on the date on which the Second Nomination (as defined in clause 4.2) is given, be released from its supply or off-take obligations (as the case may be) under this Agreement during the period of the Planned Turnaround following which the total amount of the First Nomination (as defined in clause 4.1) or Second Nomination (as the case may be) shall be adjusted by the amount of supply or off-take release. Seller shall use all reasonable efforts to ensure that the amount of any such annual adjustment shall not be applied solely to the monthly nominations falling during the period of the Planned Turnaround but shall be applied pro-rata among the all monthly nominations of the relevant Year, and PURCHASER shall purchase at least 30,000 Tonnes which are not effected by such Planned Turnaround, to ensure a reasonable level of continuity of supply of Product per Yearto Buyer. 2.3 The obligation Commencing during the first Quarter of PURCHASER 2013, the Parties shall meet and negotiate in good faith to take delivery conclude an agreement for the supply by Seller and purchase by Buyer of Buyer’s requirements of Product may be taken over wholly or in part by one or more excess of [*****] Tonnes for the remaining term of this Agreement. 2.4 [*****], Seller shall provide for Buyer’s approval a cost estimate to Buyer not later than [*****] for the necessary modifications to site infrastructure as well as for operating and potentially other permits [*****]. Provided that Buyer’s approval for the [*****] is granted during the [*****], Seller shall use all reasonable efforts to make and implement those of its Affiliates listed in Attachment IIImodifications prior to [*****], and [*****] shall pay the costs therefore, provided that such cost are consistent with Seller’s estimate or, if they exceed the cost estimate, they are reasonable. In the event that an Affiliate of PURCHASER takes delivery no approval is granted by Buyer, the Parties shall meet and discuss in good faith alternative options. Xxxxxxxxx XX Supply Agreement (Amendment) [*****] [Confidential Treatment Requested] Material separately filed with the Securities and Exchange Commission The Parties acknowledge that any physical import of Product at a location other than Wesseling will be subject to Seller’s consent considering logistic constraints as well as Product meeting the price specifications as per Attachment I. 2.5 If physical imports of Product are not reasonably practicable, the Parties will use all reasonable endeavours to implement swap arrangements via third parties and/or the Parties´ respective Affiliates as an alternative to physical imports of Products. The Parties shall cooperate to set out the details of such alternative arrangements in clause 7 will be fob Wesselinga separate agreement. 2.4 In the event that ELENAC’s 1,3-Butadiene plant does not have sufficient Product available to supply to PURCHASER, DSC has the right to supply Product from other sources provided that such Product complies with the Specifications set out in Attachment I hereto, subject to agreement of terms and conditions for the supply of those volumes between PURCHASER and DSC. DSC will only start to supply Product from any other source following receipt of approval from PURCHASER. In the event that DSC and PURCHASER cannot agree on a price for such volumes, PURCHASER shall have the right to buy at own risk and cost 1,3-Butadiene and DSC commits to provide the use of the loading, unloading, storage and transport systems of ELENAC, at a cost to be agreed between DSC and PURCHASER from time to time.”