Common use of Supply Failure Clause in Contracts

Supply Failure. If within any [*] period (calculated on a rolling basis) Qorvo is unable to supply (or have supplied) at least [*]% of the quantities of any Product ordered by Zomedica in a Conforming Purchase Order within [*] after the delivery date set forth in such Conforming Purchase Order (“Supply Failure”), then the following terms will apply (not to exceed [*]): (a) upon the first occurrence of any Supply Failure within a [*] period, i) the Parties will promptly discuss in good faith the causes of such Supply Failure, ii) Qorvo will provide to Zomedica a recovery plan to promptly remediate such Supply Failure, and iii) the Price for such late-delivered Products that are subject to such first Supply Failure will be reduced by [*] (b) upon the second occurrence of any Supply Failure within the same [*] period, no later than two weeks following the Supply Failure, Qorvo will (i) initiate an internal corrective action request through its CIS system to attempt to ascertain the root cause of such Supply Failure (such investigation to be completed no later than eight days following initiation), (ii) develop an action plan to address any such causes identified on a going-forward basis, (iii) deliver the results of such investigation (including the action plan) to Zomedica promptly following the conclusion of such investigation, and (iv) the Price for such late-delivered Products that are subject to such second Supply Failure will be reduced by [*]; and (c) upon the third occurrence of any Supply Failure within the same twelve-month period, Qorvo will take such actions described in subclause (b) of this Section 7.5.2 (Supply Failure) with respect to such third Supply Failure and the Price for such late-delivered Products that are subject to such third Supply Failure will be reduced by [*]. For clarity, for purposes of this Section 7.5.2 (Supply Failure), in no event will more than one Supply Failure be deemed as having occurred with respect to any single Conforming Purchase Order for which Qorvo fails to supply (or have supplied) at least [*] of any Product within [*] after the delivery date set forth in such Conforming Purchase Order. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.]

Supply Failure. If within any 8.2.1 Without limiting Supplier’s obligations to supply Product to Purchaser under Article 2 above, Supplier shall give Purchaser prompt written notice if Supplier becomes aware that it will not be able to supply Purchaser’s orders for Product as required under this Agreement, and Supplier shall give Purchaser [***] period (calculated on a rolling basis) Qorvo is unable written notice prior to any discontinuation by it of the manufacture or sale of the Product. 8.2.2 Subject to the terms of Sections 8.2.3 and 8.2.4 below and without limiting Supplier’s obligations to supply (or have supplied) at least Product to Purchaser under Article 2 above, in the event that Supplier actually fails to supply [*]% **] of the quantities of any Product ordered by Zomedica in a Conforming Purchase Order particular calendar quarter pursuant to orders submitted by Purchaser pursuant to and in accordance with the terms and conditions of this Agreement (including Article 6) within [*] after the delivery date set forth in such Conforming Purchase Order (“Supply Failure”), then the following terms will apply (not to exceed [*]): (a) upon the first occurrence of any Supply Failure within a [*] period, i) the Parties will promptly discuss in good faith the causes of such Supply Failure, ii) Qorvo will provide to Zomedica a recovery plan to promptly remediate such Supply Failure, and iii) the Price for such late-delivered Products that are subject to such first Supply Failure will be reduced by [*] (b) upon the second occurrence of any Supply Failure within the same [*] period, no later than two weeks following the Supply Failure, Qorvo will (i) initiate an internal corrective action request through its CIS system to attempt to ascertain the root cause of such Supply Failure (such investigation to be completed no later than eight days following initiation), (ii) develop an action plan to address any such causes identified on a going-forward basis, (iii) deliver the results of such investigation (including the action plan) to Zomedica promptly following the conclusion of such investigation, and (iv) the Price for such late-delivered Products that are subject to such second Supply Failure will be reduced by [*]; and (c) upon the third occurrence of any Supply Failure within the same twelve-month period, Qorvo will take such actions described in subclause (b) of this Section 7.5.2 (Supply Failure) with respect to such third Supply Failure and the Price for such late-delivered Products that are subject to such third Supply Failure will be reduced by [*]. For clarity, for purposes of this Section 7.5.2 (Supply Failure), in no event will more than one Supply Failure be deemed as having occurred with respect to any single Conforming Purchase Order for which Qorvo fails to supply (or have supplied) at least [*] of any Product within [*] after the delivery date set forth dates specified in such Conforming Purchase Orderorders in compliance with this Agreement, the Parties shall promptly meet to develop a corrective action plan in order to avoid such failure to supply in the future. [***] Confidential Treatment treatment has been requested as to certain for portions of this documentexhibit. Each such portion, which has These portions have been omitted herein from this exhibit and replaced with an asterisk [*], has have been filed separately with the Securities and Exchange Commission.] 8.2.3 Notwithstanding anything in this Agreement to the contrary (including, without limitation, the terms of Section 8.2.2 above), in the event that Supplier actually fails to supply [***] of the quantities of Product in any two consecutive calendar quarters pursuant to orders submitted by Purchaser pursuant to and in accordance with the terms and conditions of this Agreement (including Article 6) within [***] of the dates specified in such orders in compliance with this Agreement, such event shall be deemed a “Supply Failure.” 8.2.4 In the event of a Supply Failure, Supplier shall allocate the Product that it has in inventory, or is able to produce, on a reasonable pro-rated basis, among Supplier’s customers for Product (including Purchaser, its Affiliates, sublicensees and distributors) based on the forecasts of Purchaser, and Supplier’s other customers; and Purchaser’s Purchase Obligation under Section 2.1 shall terminate, and Purchaser shall have the right to purchase quantities of Product from the Secondary Source at its discretion (and the Secondary Source shall have the right to Manufacture such quantities). In addition to the terms of this Section 8.2.4 above, the following terms shall apply in the event of a Supply Failure. (a) In the event that such Supply Failure is the first Supply Failure to occur during the term of this Agreement, at the written request of Supplier, if Supplier has taken the necessary steps to ensure that a Supply Failure will not re-occur, the Parties shall discuss in good faith reinstating Purchaser’s Purchase Obligation under Section 2.1. If the Parties mutually agree in good faith that Supplier has remedied the Supply Failure and has taken all steps necessary to ensure that a Supply Failure will not re-occur, Purchaser’s Purchase Obligation under Section 2.1 shall be reinstated, effective [***] following the date of such agreement (such effective date of reinstatement, the “Purchase Obligation Re-instatement Date”); provided, however, that, (i) the terms of such re-instated Purchase Obligation may be re-adjusted, as mutually agreed upon by the Parties, to increase the preparedness of Purchaser in the event of a subsequent Supply Failure, including without limitation by initially providing for a smaller Purchase Obligation that increases over a period of years to its original amount if there are no subsequent Supply Failures during such time; (ii) for the calendar year that the Purchaser’s Purchase Obligation is re-instated, the Purchase Obligation shall be pro-rated to be only with respect to Purchaser’s requirements for Products for the period commencing on the Purchase Obligation Re-Instatement Date and ending on the last day of such calendar year; and (iii) Purchaser’s Purchase Obligation under Section 2.1 shall be subject to, and modified to the extent necessary to comply with, any obligations incurred by Purchaser between the date of the Supply Failure and the date that the Parties agreed that the Purchase Commitment should be re-instated. (b) In the event that such Supply Failure is not the first Supply Failure to occur during the term of this Agreement (i.e. one or more Supply Failures have occurred during the term of this Agreement prior to such Supply Failure), (i) Purchaser’s Purchase Obligation under Section 2.1 shall terminate without any obligation on the part of Purchaser to discuss reinstatement of such Purchase Obligation with Supplier; and (ii) Purchaser may, at its sole option, terminate this Agreement immediately upon written notice to Supplier. [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange Commission. 8.2.5 This Section 8.2 shall in no way limit any of Purchaser’s legal, equitable or other remedies for Supplier’s breach of its obligations to supply Product to Purchaser under Article 2.

Supply Failure. If within any [*] period (calculated on a rolling basis) Qorvo is unable Durata shall be deemed to have failed to supply the Products (or have supplied) at least [*]% of the quantities of any Product ordered by Zomedica in a Conforming Purchase Order within [*] after the delivery date set forth in such Conforming Purchase Order (“Supply Failure”), then the following terms will apply (not to exceed [*]): (a) upon the first occurrence of any Supply Failure within a [*] period, i) the Parties will promptly discuss in good faith the causes of such Supply Failure, ii) Qorvo will provide to Zomedica a recovery plan to promptly remediate such Supply Failure, and iii) the Price for such late-delivered Products that are subject to such first Supply Failure will be reduced by [*] (b) upon the second occurrence of any Supply Failure within the same [*] period, no later than two weeks following the Supply Failure, Qorvo will if: (i) initiate an internal corrective action request Durata fails to deliver Products (through its CIS system to attempt to ascertain the root cause of such Supply Failure Authorized Manufacturers) as well as through its Back Up Manufacturer) in accordance with this Agreement (such investigation to be completed no later than eight days following initiation)and ordered by Xxxxxxxx in accordance with this Agreement) and, (ii) develop an action plan as a result, Xxxxxxxx is unable to address any such causes identified on meet customer orders for Products in a goinggiven country in the Territory after depleting all of the Safety Stock and all Back-forward basis, up Stock (iii) deliver as defined below); For the results of such investigation (including the action plan) to Zomedica promptly following the conclusion of such investigation, and (iv) the Price for such late-delivered Products that are subject to such second Supply Failure will be reduced by [*]; and (c) upon the third occurrence avoidance of any Supply Failure within the same twelve-month perioddoubt: 1) provided, Qorvo will take such actions described in subclause (b) of this Section 7.5.2 (Supply Failure) with respect to such third Supply Failure and the Price for such late-delivered Products that are subject to such third Supply Failure will be reduced by [*]. For clarityXxxxxxxx has, for purposes of this Section 7.5.2 (Supply Failure)at all times, in no event will more than one Supply Failure be deemed as having occurred with respect to any single Conforming Purchase Order for which Qorvo fails to supply (or have supplied) at maintainedat least [**] months’ inventory (for each country in the Territory) on hand as safety stock to protect based upon the average sales made by Xxxxxxxx in such a period (such inventory, the “Back-up Stock”) and 2) the date on which a Supply Failure occurs is the date on which the circumstance described in the previous para (ii) occurs (“Supply Failure Date”); (a) “). Further, any interruption of any Product within supply experienced by Xxxxxxxx when Xxxxxxxx has less than [**] after months’ of Back-up Stock on-hand of the delivery date set forth in such Conforming Purchase Order. applicable Product shall not be deemed a “Supply Failure”, unless Xxxxxxxx’x failure to have [*Confidential Treatment has been requested *] months’ Back-up Stock is due to Durata’s failure to supply Product in accordance with this Agreement. In addition, for clarity, any shortage of Product due in whole or in part as to certain portions a result of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commissiona Force Majeure event will not be considered a Supply Failure.]

Supply Failure. If within Except (i) to the extent of a Force Majeure Event (as defined in Section 14.1), (ii) as a result of a breach by Teva of its obligations hereunder, (iii) as a result of a recall, market withdrawal, withholding from the market, or other similar action with respect to the relevant Product initiated by Teva or requested or required by a Regulatory Authority (other than, under this subclause (iii), as a result of Alvotech’s breach of its obligations hereunder), (iv) as a result of Teva’s change, cancellation or modification of a purchase order other than as expressly provided for under Section 3.2, or (v) as a result of a change pursuant to Section 8.3 or any [*] period (calculated gross negligence or wilful misconduct on a rolling basis) Qorvo the part of Teva, if Alvotech is unable to supply deliver to Teva the full quantities ordered pursuant to a valid purchase order for a Product meeting the Quality Standards by the Scheduled Delivery Date which order has been accepted (or deemed to have suppliedbeen accepted) at least [*]% of the quantities of pursuant to Section 3.2(c) (and including any Product ordered by Zomedica in mutually agreed variations to such order) (such event, a Conforming Purchase Order within [*] after the delivery date set forth in such Conforming Purchase Order (“Supply Failure”), then Teva will, in addition to its other rights and remedies hereunder, have the following terms will apply (not right to exceed [*]): (a) upon cancel, in whole or in part, the first occurrence applicable Purchase Order(s) and any binding portion of any Supply Failure within a [*] period, i) the Parties will promptly discuss in good faith applicable rolling forecast for the causes of such Supply Failure, ii) Qorvo will provide Product Alvotech failed to Zomedica a recovery plan to promptly remediate such Supply Failure, timely deliver and iii) the Price for such late-delivered Products that are subject to such first Supply Failure will be reduced by [*] (b) upon the second occurrence of any Supply Failure within the same [*] period, no later than two weeks following the Supply Failure, Qorvo will (i) initiate purchase substitute product from an internal corrective action request through its CIS system to attempt to ascertain the root cause of such Supply Failure (such investigation to be completed no later than eight days following initiation), (ii) develop an action plan to address any such causes identified on a going-forward basis, (iii) deliver the results of such investigation (including the action plan) to Zomedica promptly following the conclusion of such investigation, and (iv) the Price for such late-delivered Products that are subject to such second Supply Failure will be reduced by [*]; and (c) upon the third occurrence of any Supply Failure within the same twelve-month period, Qorvo will take such actions described in subclause (b) of this Section 7.5.2 (Supply Failure) with respect to such third Supply Failure and the Price for such late-delivered Products that are subject to such third Supply Failure will be reduced by [*]alternate source. For clarity, for purposes of this Section 7.5.2 (Supply Failure)Agreement, in no event any quantities of Product not delivered by the Scheduled Delivery Date will more than one Supply Failure be referred to herein as the “Shortage.” For the avoidance of doubt, timely delivery of Non-Conforming Product will not be deemed as having occurred with respect delivery by the Scheduled Delivery Date and therefore will be deemed a Shortage. In the event of a Shortage, Teva will not be required to any single Conforming Purchase Order pay for which Qorvo fails the Shortage until it is Delivered and the following credit will apply to supply (or have supplied) at least [*] the Transfer Price of any all quantities of Product within [*] after the delivery date set forth in such Conforming Purchase Orderthe applicable purchase order. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk **] days late: [***], has been filed separately with the Securities and Exchange Commission.% [***] days late: [***]% [***] days late: [***]% [***] days late: [***]% [***] days late: [***]%

Supply Failure. If within any In the event that Supplier actually fails to supply [***] period (calculated on a rolling basis) Qorvo is unable to supply (or have supplied) at least [*]% of the quantities of any a type of Product ordered by Zomedica in a Conforming Purchase Order particular calendar quarter or [***] in any [***] calendar quarters, in each case pursuant to orders submitted by Purchaser pursuant to and in accordance with the terms and conditions of this Agreement (including Article 5) within [***] after of the delivery date set forth dates specified in such Conforming Purchase Order (orders in compliance with this Agreement, such event shall be deemed a “Supply Failure”).” In the event of a Supply Failure: 8.2.1. Supplier shall allocate the Product that it has in inventory, then or is able to produce, on a reasonable pro-rated basis, among Supplier’s customers for Product (including Purchaser, its Affiliates, sublicensees and distributors) based on the following terms will apply forecasts of Purchaser, and Supplier’s other customers; and 8.2.2. Purchaser may, at its sole option: (not to exceed [*]): (a) upon the first occurrence of any Supply Failure within a [*] period, i) elect to include any Similar Product under the Parties will promptly discuss terms of this Agreement, with the purchase price and lead times for Supplier’s supply of such Similar Product to be negotiated in good faith by the causes Parties, provided, however, that such purchase price shall not exceed the purchase price for Product described in Section 3.1 of such this Agreement; or (ii) terminate this Agreement immediately upon written notice to Supplier. In the event that, following a Supply Failure, ii) Qorvo will provide Purchaser elects to Zomedica include a recovery plan Similar Product under the terms of this Agreement pursuant to promptly remediate such Supply Failure, and iii) the Price for such late-delivered Products that are subject to such first Supply Failure will be reduced by [*] (b) upon the second occurrence terms of any Supply Failure within the same [*] period, no later than two weeks following the Supply Failure, Qorvo will part (i) initiate an internal corrective action request through its CIS system to attempt to ascertain the root cause of such Supply Failure (such investigation to be completed no later than eight days following initiation), (ii) develop an action plan to address any such causes identified on a going-forward basis, (iii) deliver the results of such investigation (including the action plan) to Zomedica promptly following the conclusion of such investigation, and (iv) the Price for such late-delivered Products that are subject to such second Supply Failure will be reduced by [*]; and (c) upon the third occurrence of any Supply Failure within the same twelve-month period, Qorvo will take such actions described in subclause (b) of this Section 7.5.2 (Supply Failure) with respect 8.2.2, and Supplier subsequently reasonably demonstrates to such third Purchaser that it has removed the cause of the Supply Failure and is able to supply quantities of Product in accordance with the Price for such late-delivered Products that are subject to such third Supply Failure will be reduced by terms of this [*]. For clarity, for purposes of this Section 7.5.2 (Supply Failure), in no event will more than one Supply Failure be deemed as having occurred with respect to any single Conforming Purchase Order for which Qorvo fails to supply (or have supplied) at least [**] of any Product within [*] after the delivery date set forth in such Conforming Purchase Order. [*Confidential Treatment treatment has been requested as to certain for portions of this documentexhibit. Each such portion, which has These portions have been omitted herein from this exhibit and replaced with an asterisk [*], has have been filed separately with the Securities and Exchange Commission. Agreement (including, without limitation, in accordance with Supplier’s Product supply obligations under Article 5), Supplier shall have the right to adjust the price for future quantities of such Similar Product purchased by Purchaser hereunder to Supplier’s commercial list price for such Similar Product, subject to any adjustments provided for under Section 3.1. For clarity, in the event that the events described in the foregoing sentence occur, such Similar Product shall still be included under the terms of this Agreement, subject to Supplier’s right to adjust the price of such Similar Product as described in the foregoing sentence.]