Common use of Supply of Product Clause in Contracts

Supply of Product. Salix shall use reasonable efforts to supply the Product during the Co-Promotion Period in sufficient quantities to satisfy the levels of Product sales forecasted in the then current Marketing Plan. Salix shall maintain reasonable inventory levels of the Product in order to ensure their ability to fulfill this obligation. Salix shall have the sole responsibility and right to fill orders with respect to the Product. Altana shall not solicit orders for the Product but, if for any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product shall be subject to acceptance by Salix, in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product at any time after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of the sale of the Product, including (a) the price at which the Product will be sold, (b) whether the Product will be subject to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Product, and (f) whether credit [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. is to be granted or refused in connection with any sale of Product. In the event that Salix fails to supply the Product as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet and attempt to negotiate a mutually agreeable and commercially reasonable solution. If the Parties cannot reach such an agreement within a reasonable period of time, the issue will be dealt with as contemplated under Section 4.4 of this Agreement.

Supply of Product. Salix shall use reasonable efforts to supply the Product during the Co-Promotion Period in sufficient quantities to satisfy the levels of Product sales forecasted in the then current Marketing Plan. Salix shall maintain reasonable inventory levels [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. of the Product in order to ensure their ability to fulfill this obligation. Salix shall have the sole responsibility and right to fill orders with respect to the Product. Altana shall not solicit orders for the Product but, if for any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product shall be subject to acceptance by Salix, in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product at any time after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of the sale of the Product, including (a) the price at which the Product will be sold, (b) whether the Product will be subject to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Product, and (f) whether credit [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. is to be granted or refused in connection with any sale of Product. In the event that Salix fails to supply the Product as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet and attempt to negotiate a mutually agreeable and commercially reasonable solution. If the Parties cannot reach such an agreement within a reasonable period of time, the issue will be dealt with as contemplated under Section 4.4 of this Agreement.

Supply of Product. Salix shall use reasonable efforts to supply the Product during the Co-Promotion Period in sufficient quantities to satisfy the levels of Product sales forecasted in the then current Marketing Plan. Salix shall maintain reasonable inventory levels of the Product in order to ensure their ability to fulfill this obligation. Salix shall have the sole responsibility and right to fill orders with respect to the Product. Altana shall not solicit orders for the Product but, if for any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product shall be subject to acceptance by Salix, in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product at any time after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of the sale of the Product, including (a) Promptly after the price at which the Product will be sold, (b) whether the Product will be subject to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Product, and (f) whether credit [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. is to be granted or refused in connection with any sale of Product. In the event that Salix fails to supply the Product as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altanadate hereof, the Parties shall meet and attempt form a working group of appropriately qualified personnel to negotiate definitive supply and quality agreements to be effective at Closing pursuant to which Forest will manufacture and supply the Products to Caraco (together, the “Supply Agreement”), which Supply Agreement shall include, without limitation, the obligation of Forest to do all that is necessary to be able to supply Caraco with each Product, directly or through a mutually agreeable qualified Third Party service provider, including but not limited to securing all applicable FDA approvals, and commercially reasonable solutionconducting, at its sole cost and expense, all required tests and studies, including bioequivalency studies. If The Supply Agreement shall also include customary ordering and forecasting mechanisms, quality control and quality assurance procedures and shall provide for (i) maintenance of satisfactory product and other liability insurance, (ii) the Parties cannot reach supply of the Products at Forest’s Cost of Goods for first Contract Year, and (iii) if, despite Caraco’s Commercially Reasonable Efforts to assume the commercial manufacture of the Products in accordance with Section 6.03, Caraco, after the end of the first Contract Year, continues to be unable to take over manufacturing of a Product or Products, the continued supply of such an agreement within Products at Forest’s Cost of Goods plus a reasonable [* * *] xxxx-up for a period of timeup to ten (10) years following the Closing Date, which ten (10) year period may be extended upon the mutual agreement of the Parties. The Parties agree that the Cost of Goods applicable under the Supply Agreement for the first Contract Year shall be the amounts set forth on Schedule 5.04(a). For purposes of this Section 5.04, the issue will be dealt with as contemplated term “Products” shall not include diltiazem or Products sold under Section 4.4 of this Agreementthe Tiazac(R) trademark. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Supply of Product. Salix shall use reasonable efforts During the Term of this Agreement, Supplier agrees to supply to Purchaser, and Purchaser agrees to purchase from Supplier, all quantities of Product ordered by Purchaser pursuant to purchase orders submitted to Supplier under Firm Orders in accordance with the terms of this Agreement and subject to the terms of Article 5 below. During the Term and except in the event of a Supply Failure as provided in Section 8.2, Purchaser shall purchase [***] of its requirements for the Product during for use in the Co-Promotion Period Finished Product from Supplier (the “Purchase Obligation”). Notwithstanding Purchaser’s Purchase Obligation, Purchaser may at any time purchase from the Secondary Source (as defined in sufficient Section 8.1.1), (i) those quantities to satisfy the levels of Product sales forecasted for use in the then current Marketing Plan. Salix shall maintain reasonable inventory levels Finished Product that are required by the Secondary Source and/or Regulatory Authorities to keep such Secondary Source fully qualified and enabled as a commercial manufacturer of Product for Finished Product, so long as the quantities of Product purchased by Purchaser from the Secondary Source in a given calendar year of the Term [***] of Purchaser’s requirements of Product for such calendar year, and (ii) any quantities of Product ordered by Purchaser in order accordance with the terms of this Agreement that Supplier is unable to ensure their ability supply but which such inability to fulfill supply would not reach the level of a Supply Failure. No change in Specifications will be made without the mutual written agreement of Supplier and Purchaser. Purchaser may purchase Product hereunder through its designee (i.e. Purchaser’s contract manufacturers and/or pharmaceutical development partners, in each case for the development and/or commercialization of the Finished Product), and Supplier agrees to supply Product to such designee pursuant to the terms of this obligation. Salix shall have Agreement; provided, however, that Purchaser has provided the sole responsibility name of such designee to Supplier in advance, and right such designee has agreed in writing with Purchaser to fill orders be bound by the confidentiality obligations of Article 11 with respect to any of Supplier’s Information that such designee receives pursuant to this Agreement and to purchase Product only for use in the ProductFinished Product hereunder. Altana shall not solicit orders for the Product but, if for any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product shall be subject to acceptance by Salix, in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product at any time after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of the sale of the Product, including (a) the price at which the Product will be sold, (b) whether the Product will be subject to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Product, and (f) whether credit [***] Confidential treatment requested; certain information has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the SEC. is to be granted or refused in connection with any sale of Product. In the event that Salix fails to supply the Product as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet Securities and attempt to negotiate a mutually agreeable and commercially reasonable solution. If the Parties cannot reach such an agreement within a reasonable period of time, the issue will be dealt with as contemplated under Section 4.4 of this AgreementExchange Commission.

Supply of Product. Salix shall use reasonable efforts NEW VEHICLE ORDER 3.1 Subject to supply their availability, Company will sell and deliver Land Rover Products to Dealer in accordance with the Product during terms of this Agreement. Dealer will place orders in accordance with procedures established by the Co-Promotion Period in sufficient quantities to satisfy the levels of Product sales forecasted in the then current Marketing Plan. Salix shall maintain reasonable inventory levels of the Product in order to ensure their ability to fulfill this obligation. Salix shall have the sole responsibility and right to fill orders with respect to the Product. Altana shall not solicit orders for the Product but, if for any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such ordersCompany. All orders for Product shall be are subject to acceptance by Salix, Company and may be accepted in its sole discretion, which acceptance shall not whole or in part. Orders will be unreasonably withheldaccepted by formal notice or by shipment. Salix All orders are deemed firm except Dealer may cancel any all or part of its order for Product at any time after by notice, if such notice is received by Company prior to notice of acceptance without incurring any liability being issued by Company or prior to Altanashipment of the order if shipment is used by Company as the method of acceptance of Dealer's order. Salix If such notice of cancellation is issued orally, it shall be solely immediately confirmed in writing. </TABLE> 2 [LAND ROVER LOGO] <PAGE> <TABLE> <S> <C> DELIVERY 3.2 Company will select the distribution point for delivery. Dealer shall be responsible for responding the costs of shipping from the Company nominated distribution point on a nationwide equalized cost basis. If diversions are made at Dealer's request, or as a result of Dealer's failure or refusal to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any accept delivery, except as provided in section 3.7 below, all costs of such request diversion shall be forwarded by Altana for Dealer's account and shall be paid promptly. DEALER COST 3.3 All acceptances of Dealer's orders will be at the prevailing Company price. Company retains the right, subject to Salix for processingnotice, to revise prices from time to time. Salix Such revised prices shall have the sole right and responsibility for establishing and modifying the terms and conditions be effective as of the sale date stated and will apply to all unfilled orders of Land Rover Products which have not yet been shipped to Dealer. Company will protect retail Customers with orders in place secured by deposits from price increases in accordance with local law. In agreeing to provide such protection, Company retains the Product, right to set reasonable requirements on such orders (including (amethods of reporting and accepting deposits) to audit all such claims for price protection and to recharge Dealer for any price protection given to a Customer that is not subsequently substantiated. The amount recharged will be the difference between the price to the Customer as represented and what the price would have been but for the protection. PAYMENT 3.4 Dealer will pay for Land Rover Products in cash, by electronic funds transfer, by sight draft, on an account maintained by Dealer for such purpose, or in such other manner as specified by Company at which the Product will be sold, (b) whether time and upon the Product will be subject to trade conditions specified in terms of payment established by Company. Delivery of checks or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Product, and (f) whether credit [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. is to be granted or refused in connection with any sale of Product. In the event that Salix fails to supply the Product as required pursuant to this Agreement for any reason instruments other than a Force Majeurecash will not constitute payment until cash has actually been collected. All collection charges, which such failure results in lost sales transfer charges and exchange costs, if any, together with attorney fees, shall be for Altana, the Parties shall meet and attempt to negotiate a mutually agreeable and commercially reasonable solutionDealer's account. If the Parties cannot reach such an agreement within a reasonable period of time, the issue will be dealt with as contemplated under Section 4.4 of this Agreement.TITLE 3.5

Supply of Product. Salix Except for UCART19 [***], and any other UCART19 Products, UCART19 Subsequent Products and UCART19 Substitute Products, upon exercise of the Option to License with respect to a given Program, and upon Servier’s request, Cellectis shall use reasonable efforts Manufacture or have Manufactured in compliance with cGMP the corresponding Products for Servier’s benefit until the end of the Phase II studies to be conducted by Servier, its Affiliates or its Servier Sublicensees, subject to a written supply and quality agreements whose terms and conditions shall be negotiated in good faith between the Product during the Co-Promotion Period in sufficient quantities Parties within a period [***] upon exercise of each Option to satisfy the levels of Product sales forecasted in the then current Marketing PlanLicense. Salix shall maintain reasonable inventory levels The supply price of the Product (in order finished form) shall be at manufacturing costs, incurred by Cellectis, plus [***]. Servier may elect at any time before entering into the first Phase II studies but after the exercise of the corresponding Option to ensure their ability License for any Product, to fulfill this obligation. Salix shall have the sole responsibility manufacture of such Products transferred to by Cellectis or its designee, at Servier’s costs, to Servier, its US Partner or its Designee reasonably acceptable to Cellectis. The Parties will execute a tri-partite technology transfer agreement between Servier, the Contract Manufacturing Organization and right Cellectis, provided that Cellectis will transfer (or will have transferred) to fill orders the Contract Manufacturing Organization the know-how, material and data necessary for the proper manufacturing of the Products. For sake of clarity, except for UCART19 [***], and any other UCART19 Products, UCART19 Subsequent Products and UCART19 Substitute Products Cellectis (or its designee, under Cellectis’ responsibility) shall use diligent efforts to perform the technology transfer to Servier, its US Partner or its Designee necessary for Servier to conduct the manufacturing of each Product. Such technology transfer will be made on a Product-by-Product basis (provided that once such technology transfer has been made for a Product, it is deemed to be made for any subsequent Products, Subsequent Products and Substitute Products directed against the same Target to the extent that in such case and if the manufacturing of such subsequent Product, Subsequent Products and Substitute Products requires additional technology transfer due to subsequent changes, Cellectis shall use its Commercially Reasonable Efforts to provide reasonable support to Servier, its US Partner or its Designee with respect to the Product. Altana shall not solicit orders for the Product but, if for any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product shall be subject to acceptance by Salix, in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product at any time after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of the sale of the Product, including (a) the price at which the Product will be sold, (b) whether the Product will be subject to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Producttechnology transfer), and (f) whether credit will start at Cellectis’ discretion within [***] Confidential treatment requested; certain information omitted and filed separately with the SEC. is to be granted or refused in connection with any sale of Product. In the event that Salix fails to supply the Product as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet and attempt to negotiate a mutually agreeable and commercially reasonable solution. If the Parties cannot reach such an agreement within a reasonable period of time, the issue will be dealt with as contemplated under Section 4.4 of this Agreement.following:

Supply of Product. Salix 3.1 In accordance with the terms of this Agreement, GENSIA SICOR (through SICOR) shall supply all of PURCHASER'S ordered requirements for Product in bulk form for use reasonable efforts to supply the Product during the Co-Promotion Period in sufficient quantities to satisfy the levels of Product sales forecasted by PURCHASER in the then current Marketing PlanTerritories in accordance with the provisions of this Agreement. Salix shall maintain reasonable inventory levels The right and license of PURCHASER to obtain, use and distribute Product (including, without limitation, the Product in order to ensure their ability to fulfill this obligation. Salix shall have the sole responsibility and right to fill orders make or have made Product) from GENSIA SICOR and SICOR shall be (i) non-exclusive in the Non-exclusive Territory, and (ii exclusive in the Exclusive Territory; provided, however, that the rights and licenses set forth in clause (ii) above shall be co-exclusive in each jurisdiction in which GENSIA SICOR (or ALCO or SICOR, as the case may be) has binding written agreements, or binding written commitments that will lead to binding written agreements, to sell Product on the Restatement Date (which is limited to only those [ * ] and the [ * ] with whom GENSIA SICOR has commitments that are in existence on the Restatement Date), but only with respect to such third parties and only until the Product. Altana earlier of expiration or termination of such agreements; and provided, further that GENSIA SICOR shall not solicit orders for use all diligent efforts (without any obligation to violate or alter the Product but, if for any reason, Altana shall receive an order for terms of such agreements existing on the Product, Altana shall promptly forward Restatement Date) to Salix any such ordersprovide PURCHASER with exclusive rights and licenses to sell the Products in the Territory as soon as possible. All orders for Product hereunder shall be subject to acceptance manufactured at SICOR's GMP facilities at Rho, Italy, the facility identified in Exhibit 9 hereto, the Santxx Xxxility and additional (as necessary and as provided in Section 6 below) GMP qualified facilities that are approved in advance by Salix, in its sole discretion, PURCHASER (which acceptance shall approval will not be unreasonably withheld). Salix may cancel any order for In addition, all Product at any time after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding manufactured (A) in accordance with drug substance manufacturing and quality control procedures existing on the Effective Date, which drug substance manufacturing and quality control procedures have been included in manufacturer's Abbreviated Antibiotic Drug Application ("AADA") submitted to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right FDA in 1996, and responsibility for establishing and modifying the terms and conditions of the sale of the Product, including (a) the price at which the Product that will be sold, submitted to other Regulatory Authorities in the Territory (bwhich AADA shall include at least the elements set forth in the Drug Master File) whether the Product will be subject to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Productin accordance with U.S. FDA current Good Manufacturing Practices, and (fB) whether credit [*to the Q/C Specifications. GENSIA SICOR shall cause SICOR to use its diligent efforts to [ * ] Confidential treatment requested; certain information omitted in order to produce and filed separately with supply all Product ordered by Purchaser hereunder and to meet the SEC. is to Product [ * ] that will be granted or refused set forth in connection with any sale of ProductSchedule 1 hereto within [ * ] after the Restatement Date. In addition, GENSIA SICOR agrees to the event that Salix fails following (and GENSIA SICOR agrees to supply the Product as required pursuant cause SICOR to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet and attempt to negotiate a mutually agreeable and commercially reasonable solution. If the Parties cannot reach such an agreement within a reasonable period of time, the issue will be dealt with as contemplated under Section 4.4 of this Agreement.undertake):

Supply of Product. Salix shall use reasonable efforts to supply the Product during the Co-Promotion Period in sufficient quantities to satisfy the levels of Product sales forecasted in the then current Marketing Plan. Salix shall maintain reasonable inventory levels of the Product in order to ensure their ability to fulfill this obligation. Salix shall have the sole responsibility and right to fill orders with respect to the Product. Altana shall not solicit orders for the Product butOn an annual basis, if for any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product Allens shall be subject required to acceptance by Salix, purchase from Pro-Fac Raw Products as determined in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product at any time after acceptance without incurring any liability accordance with Paragraph 4 below and pursuant to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of the sale of the Product, including (a) the price at which the Product will be sold, (b) whether the Product will be subject to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Product, and (f) whether credit [*] Confidential treatment requested; certain information omitted and filed separately with the SECthis Agreement. is to be granted or refused Allens shall use all commercially reasonable efforts in connection with the development of the applicable annual Raw Product Plan and the implementation thereof to source as much of its Raw Products supply for Allens processing facilities from Pro-Fac as is practicable subject to relevant commercial considerations including, without limitation, the production capabilities of Pro-Fac’s members in the relevant geographic area, the Raw Products needs of Allens (including timing and delivery requirements) and the overall cost of obtaining the applicable Raw Products. The vegetable crops that Pro-Fac currently supplies to the Allens processing facilities are listed on Schedule 1 attached hereto (the “Covered Crops”). Pro-Fac agrees, in consideration of the foregoing, to use all commercially reasonable efforts to maintain its ability to supply crops and to give Allens priority and to use all commercially reasonable efforts to cause its members to give priority to Allens in the supply of crops (whether pursuant to Pro-Fac commitments or by means of an upward proration). Where a Pro-Fac member is subject to commitments to supply crops to any sale person or entity in addition to Pro-Fac, and the member’s yield for a particular growing season is insufficient to meet all such commitments, Pro-Fac shall use all commercially reasonable efforts to ensure that such Pro-Fac member allocates at least a pro-rata portion (based on such member’s relative commitments to all persons and entities) of Productthe crops that are available to satisfy such member’s commitment to Pro-Fac under the annual crop agreement(s) in effect between such member and Pro-Fac. Subject only to its inability to do so because of the vagaries of weather or other causes validly preventing the delivery or growing of such crops as set forth in this Agreement and in the agreements between Pro-Fac and its members, Pro-Fac agrees to sell to Allens all crops of the quality, type and in the amounts set forth by acreage or tonnage in the Raw Product Plan to be obtained from members of Pro-Fac (provided that such commitment to sell shall not apply to raw products contracted for directly between Allens as a contracting party and a grower who is a member of Pro-Fac). Pro-Fac agrees that it shall, in a manner consistent with past custom and practice, exercise any and all rights that it has pursuant to the terms of the corporate governance documentation of Pro-Fac and any agreement between Pro-Fac and any of its members to manage (or, to the extent that and for so long as the agricultural management function has been delegated to Allens under this Agreement, to assist Allens to manage) the supply of crops from its members in a manner that facilitates and accommodates implementation of the annual Raw Product Plans, including, without limitation, allocating crop production among its members (whether above or below their respective committed amounts). In addition, Pro-Fac agrees that unless required by law, it shall not without the event that Salix fails consent of Allens amend the corporate governance documents of Pro-Fac or modify any existing agreements between Pro-Fac and its members, if such amendment or modification adversely affects Pro-Fac’s ability to supply carry out the Product as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet and attempt to negotiate a mutually agreeable and commercially reasonable solution. If the Parties cannot reach such an agreement within a reasonable period of time, the issue will be dealt with as contemplated under Section 4.4 terms of this Agreement.

Supply of Product. Salix Supplier shall use reasonable efforts sell Product to supply the Product during the Co-Promotion Period in sufficient quantities Cisco and Authorized Purchasers pursuant to satisfy the levels of Product sales forecasted in the then current Marketing Plan. Salix shall maintain reasonable inventory levels of the Product in order to ensure their ability to fulfill this obligation. Salix shall have the sole responsibility and right to fill orders with respect to the Product. Altana shall not solicit orders for the Product but, if for any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product shall be subject to acceptance by Salix, in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product at any time after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of this Agreement and to Authorized Purchasers pursuant to the sale terms and conditions of separate purchase agreements between Supplier and the Authorized Purchasers for purposes of allowing Cisco and Authorized Purchasers to incorporate such Product into (or bundle such Product with) Cisco’s products. If software is provided with the delivered Product, including (a) the price at which the Product software license terms set forth in Exhibit A will also apply. Supplier shall manage all aspects of delivery and fulfillment of Products to Authorized Purchasers. Supplier will be soldrequired to enter into a separate purchase agreement with Cisco Systems, Inc. (b“Cisco CSI”) whether substantially similar to this Agreement which will exclusively govern the Product will purchase of products from Supplier by Cisco CSI (and authorized purchasers identified therein) solely for the purpose of incorporating into (or bundling with) products ultimately made for Cisco CSI. Supplier shall be subject entitled to trade or quantity discounts, refuse to sell Products to any Authorized Purchaser with reference to this Agreement if (ci) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject such Authorized Purchaser has failed to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Productpay Supplier amounts due Supplier, and (fii) whether credit [*] Confidential treatment requested; certain information omitted such non-payment remains outstanding despite Supplier’s diligent resolution efforts, and filed separately with the SEC. is (iii) Supplier has notified Cisco in writing and has afforded to be granted or refused in connection with any sale of Product. In the event that Salix fails to supply the Product as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet and attempt to negotiate a mutually agreeable and commercially reasonable solution. If the Parties cannot reach such an agreement within Cisco a reasonable period of time, but in no event less than [**], in which to intervene and resolve such non-payment by the issue will be dealt with as contemplated under Section 4.4 Authorized Purchaser. Upon subsequent resolution of any such non-payment by a Cisco Authorized Purchaser, Supplier’s obligations hereunder shall resume immediately. If an Authorized Purchaser demands terms and conditions for an Order that are different from the terms and conditions of this Agreement, then Supplier may reject such Order; provided, however, that Supplier has first notified Cisco in writing and has afforded to Cisco a reasonable period of time, but in no event less than [**], in which to intervene and resolve the issue. Supplier’s withholding or rejection as permitted hereunder shall not constitute a breach, default, nonperformance, delay, lack of timely performance, or failure on Supplier’s part, and Supplier’s performance with respect to such delivery or rejection shall be excused.

Supply of Product. Salix Supplier shall use reasonable efforts sell Product to supply the Product during the Co-Promotion Period in sufficient quantities Cisco and Authorized Purchasers pursuant to satisfy the levels of Product sales forecasted in the then current Marketing Plan. Salix shall maintain reasonable inventory levels of the Product in order to ensure their ability to fulfill this obligation. Salix shall have the sole responsibility and right to fill orders with respect to the Product. Altana shall not solicit orders for the Product but, if for any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product shall be subject to acceptance by Salix, in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product at any time after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of this Agreement and to Authorized Purchasers pursuant to the sale terms and conditions of separate purchase agreements between Supplier and the Authorized Purchasers for purposes of allowing Cisco and Authorized Purchasers to incorporate such Product into (or bundle such Product with) Cisco’s products. If software is provided with the delivered Product, including (a) the price at which the Product software license terms set forth in Exhibit A will also apply. Supplier shall manage all aspects of delivery and fulfillment of Products to Authorized Purchasers. Supplier will be sold, required to enter into a separate purchase agreement with Cisco Systems International B.V. (b“Cisco BV”) whether substantially similar to this Agreement which will exclusively govern the Product will purchase of products from Supplier by Cisco BV (and authorized purchasers identified therein) solely for the purpose of incorporating into (or bundling with) products ultimately made for Cisco BV. Supplier shall be subject entitled to trade or quantity discounts, refuse to sell Products to any Authorized Purchaser with reference to this Agreement if (ci) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject such Authorized Purchaser has failed to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Productpay Supplier amounts due Supplier, and (fii) whether credit [*] Confidential treatment requested; certain information omitted such non-payment remains outstanding despite Supplier’s diligent resolution efforts, and filed separately with the SEC. is (iii) Supplier has notified Cisco in writing and has afforded to be granted or refused in connection with any sale of Product. In the event that Salix fails to supply the Product as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet and attempt to negotiate a mutually agreeable and commercially reasonable solution. If the Parties cannot reach such an agreement within Cisco a reasonable period of time, but in no event less than [**], in which to intervene and resolve such non-payment by the issue will be dealt with as contemplated under Section 4.4 Authorized Purchaser. Upon subsequent resolution of any such non-payment by a Cisco Authorized Purchaser, Supplier’s obligations hereunder shall resume immediately. If an Authorized Purchaser demands terms and conditions for an Order that are different from the terms and conditions of this Agreement, then Supplier may reject such Order; provided, however, that Supplier has first notified Cisco in writing and has afforded to Cisco a reasonable period of time, but in no event less than [**], in which to intervene and resolve the issue. Supplier’s withholding or rejection as permitted hereunder shall not constitute a breach, default, nonperformance, delay, lack of timely performance, or failure on Supplier’s part, and Supplier’s performance with respect to such delivery or rejection shall be excused.