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 2.1 Manufacturer guarantees that it will inspect all merchandise prior to supply shipment from the Product during the Co-Promotion Period New York, and that such merchandise will be in sufficient quantities to satisfy the levels of Product sales forecasted in the then current Marketing Planfirst class condition. Salix shall maintain reasonable inventory levels of the Product in order to ensure their ability to fulfill this obligation. Salix Distributor shall have the sole responsibility and right to fill orders with respect inspect merchandise upon delivery in . All merchandise will be shipped FOB, New York. 2.2 Manufacturer shall obtain, arrange and advance payment for expenses relating to the Product. Altana shall not solicit orders for packaging, loading and shipping and carriage from Manufacturer’s facility of the Product butProducts and any licenses, if for any reasontaxes and other charges payable upon shipment, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product certain of which expenses shall be subject invoiced to acceptance Distributor pursuant to Section 3.2 hereof. Distributor shall have the option to designate a carrier of choice. Title to and risk of loss of the Products shall pass to Distributor upon loading of the Products at the Manufacturer’s facility, and Distributor shall thereafter be responsible for all costs and expenses relating to the Products, including, without limitation, the cost of carriage, insurance, unpacking and unloading the Products and any licenses, taxes and other charges payable upon delivery. 2.3 Manufacturer shall have the right to: (a) (i) refuse to accept any order from Distributor, (ii) cancel any order previously accepted by SalixManufacturer, and (iii) refuse or delay the shipment of Products, in each case immediately upon the breach by Distributor of any material provision of this Agreement or immediately upon the failure of Distributor to meet any payment schedules or credit or other financial requirements which may, from time to time, be established by Manufacturer; (b) allocate its inventory of Products from time to time and in such manner as it may determine in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product ; and (c) at any time after acceptance time, effect changes in, or discontinue the manufacture or sale of, any Product 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 ProductDistributor. In the event that Salix fails Manufacturer effects changes in any Product which shall cause such Product to supply be incompatible with any other Product with which it was compatible prior to such change, Manufacturer shall provide Distributor with written notice thirty (30) days prior to the date on which the prior version of the changed Product as required pursuant shall no longer be available. In the event Manufacturer discontinues the sale of any Product, the Manufacturer shall provide Distributor with written notice thirty (30) days prior to this Agreement for any reason other than a Force Majeure, the date on which such failure results discontinuation is effective 2.4 Distributor hereby grants to Manufacturer a security interest in lost sales all Products sold to Distributor and any proceeds thereof (including accounts receivable) as security for Altana, the Parties shall meet all its payment obligations for Products purchased 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 paid for by Distributor under Section 4.4 of this Agreement. Upon the request of Manufacturer, Distributor shall execute any document or instrument necessary or appropriate to confirm or perfect such security interest and Manufacturer is hereby authorized to execute any such document or instrument on Distributor’s behalf.

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 shall use reasonable efforts (a) Subject to Section 5.7, for the term of this Agreement, Alamo agrees to purchase from CIMA and CIMA agrees to supply the Product during the Co-Promotion Period in sufficient quantities to satisfy the levels Alamo with all 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 Alamo's requirements for the Product, Altana Product samples and Product placebos for their subsequent use, sale, offer for sale, lease or transfer by Alamo. [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] shall promptly forward be responsible for procurement of all API necessary for the satisfaction of its obligations under this Agreement. (b) Alamo agrees to Salix initiate purchases of the Product, Product samples and Product placebos hereunder by issuing CIMA binding purchase orders not less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] prior to the required shipping date set forth therein. CIMA agrees to accept any such ordersorder issued in accordance with this Section 5.1(b) and to meet the delivery dates specified therein. All purchase orders for Product hereunder shall be subject on Alamo's standard purchase order form (a copy of which is attached as Schedule E hereto and which shall not, for purposes of this Agreement only, be modified in any material respect without CIMA's prior written consent, such consent not 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 withheld or delayed) and shall be solely responsible for responding directed to requests from Target Physicians for individual patients who need CIMA at the Product but address set forth below. The terms and conditions of purchase enumerated on the reverse side of such standard purchase order form shall prevail over any inconsistent or conflicting language as may exist on invoices, confirmation or order acknowledgment forms of CIMA, provided, however, that in the event any terms thereof 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 in conflict, or are inconsistent with any terms of this Agreement, the terms and conditions hereof shall prevail. No Product delivered by CIMA shall have a shelf life that is more than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] less than the maximum shelf life of such product; and, in any case, all Product delivered by CIMA shall have at least [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of shelf life remaining upon delivery to Alamo (other than batches that were under investigation and batches for validation which shall have at least [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of shelf life remaining upon delivery to Alamo). (c) Purchase order quantities shall be equivalent to the sale batch size of the Product, including (a) Product samples or Product placebos which shall be determined during the price at which development activities, approximately [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] tablets for the Product will be sold[***CONFIDENTIAL TREATMENT REQUESTED, (b) whether PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] dose, and [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] tablets for the Product will be subject [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] dose, in the aggregate for any single purchase order, unless otherwise mutually agreed by the parties. The delivery quantity of tablets for trade shall not exceed a total of 4 batches in any one calendar month, unless otherwise agreed to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, by the Parties. (d) whether Purchase orders shall clearly state that the Product will be subject to rebatesorder is for tablets for sale, returns tablets for samples or placebos, as well as the shipping destination and allowances or retroactive price reductionsaddress. Alamo agrees that the maximum quantity of tablets for samples shall not exceed [***CONFIDENTIAL TREATMENT REQUESTED, (e) the channels of distribution PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] percent of the Productquantity of trade tablets in any year, and (f) whether credit [*] Confidential treatment requested; certain information omitted and filed separately with unless otherwise agreed to by 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 AgreementParties.

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 3.1 Subject 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 Productthis Agreement, ABI shall supply clinical trial samples, including (a500 IU HBL IFN-(alpha) the price lozenges and placebos to NOBEL at which the Product will be sold$**** and $**** per dose, (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 Productrespectively, and (fupon government approval) whether credit [will provide Licensed Product for sale in the Territory for the consideration set forth in Paragraph 4.1, below. The quantity of clinical trial samples provided for clinical testing will be agreed to by the Parties as part of the clinical development plan. Licensed Product shall be supplied in response to issuance by NOBEL of written purchase orders delivered to ABI specifying the quantity to be supplied, along with any special instructions/requests regarding supply and/or delivery. Nobel shall have the right to purchase the Licensed Product through a company located in Europe. ABI shall have no responsibility for obtaining any required regulatory approvals, nor for distribution, promotion, pricing, or marketing of lozenges in the Territory, all of which shall be completed by NOBEL with the assistance of ABI. *] Confidential treatment requested; certain information *** Indicates that a portion of the text has been omitted and filed separately with the SEC. is Commission 3.2 ABI agrees to allow NOBEL right of reference to ABI's US FDA Drug Master File for HBL IFN-(alpha) and to do such other acts as are reasonably necessary, and within ABI's control, to facilitate approval of HBL IFN-(alpha)-containing lozenges in the Territory for use in the Licensed Indications, and ABI also hereby agrees to consult with NOBEL at NOBEL's request concerning regulatory affairs, to review documents to be granted submitted to governmental agencies for approval, and to take such other actions as may be necessary from time to time to facilitate approval of Licensed Product for sale and use in the Territory. ABI also agrees to provide clinical data from its past, current or refused future studies, relating to safety or bioavailability, or clinical data relating to the use of HBL IFN-(alpha) in connection with any sale hepatitis B, hepatitis C, BD or AIDS. NOBEL will be responsible for packaging and labeling of Productthe clinical trial material. In Further, NOBEL will be responsible for the event that Salix fails to supply the Product preparation of all necessary materials including protocols, case report forms, and Investigator Brochures as required pursuant for conducting the clinical trials in the Territory. ABI shall reasonably provide to this Agreement for any reason NOBEL other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet support or assistance requested by NOBEL and attempt within ABI's capabilities with respect to negotiate a mutually agreeable regulatory and commercially reasonable solution. If the Parties cannot reach such an agreement within a reasonable period clinical activities free of time, the issue will be dealt with as contemplated under Section 4.4 of this Agreementcharge.

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 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 Products at Forest’s Cost of Goods plus a [* * *] xxxx-up for a period of up 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 term “Products” shall not include diltiazem or Products sold under the Tiazac(R) trademark. (b) Notwithstanding the foregoing, if and to the extent Forest does not or is unable to supply a Product to Caraco for any reason (including an inability to supply because a Product does not meet applicable quality requirements) in accordance with the Supply Agreement or through a Third Party, Caraco shall be entitled to the offset provided pursuant to this Section for its Lost Profit with respect to such Product and the True-Up Payment, if any, with respect to such Product pursuant to Section 5.04(c) as its sole and exclusive remedy for such failure to supply, as set forth below and in subsection (c) as follows: (i) Caraco may offset against future Royalty payments due to Forest hereunder an amount equal to Caraco’s Lost Profit caused by such failure to supply (the actual amount of such offset against Royalties referred to herein as the “Offset Amount”) during the period in which Forest is required to supply Caraco with Products hereunder (i.e., up to ten (10) years from the Closing Date). (ii) For purposes of this Section, “Lost Profit” shall be calculated Quarterly in arrears by subtracting from [* * *] (iii) For purposes of this Section 5.04(b), “Caraco Net Profit” with respect to a Product shall have the meaning set forth in the annual sales and net profit projections (the “Projections”) for the relevant period as reasonably agreed to by the Parties cannot reach such an agreement within a reasonable period and consistent with the sales forecasts delivered by Caraco under the Supply Agreement, but without taking into account any projected or actual failure or inability of time, the issue will be dealt with as contemplated under Section 4.4 of this AgreementForest to supply Product to Caraco.

Supply of Product. Salix shall use reasonable efforts 2.1 Manufacturer guarantees that it will inspect all merchandise prior to supply shipment from the Product during the Co-Promotion Period New York, and that such merchandise will be in sufficient quantities to satisfy the levels of Product sales forecasted in the then current Marketing Planfirst class condition. Salix shall maintain reasonable inventory levels of the Product in order to ensure their ability to fulfill this obligation. Salix Distributor shall have the sole responsibility and right to fill orders with respect inspect merchandise upon delivery in . All merchandise will be shipped FOB, New York. 2.2 Manufacturer shall obtain, arrange and advance payment for expenses relating to the Product. Altana shall not solicit orders for packaging, loading and shipping and carriage from Manufacturer’s facility of the Product butProducts and any licenses, if for any reasoncustoms formalities, Altana shall receive an order for the Producttariffs, Altana shall promptly forward to Salix any such orders. All orders for Product duties, taxes and other charges payable upon export, certain of which expenses shall be subject invoiced to acceptance Distributor pursuant to Section 3.2 hereof. Distributor shall have the option to designate a carrier of choice. Title to and risk of loss of the Products shall pass to Distributor upon loading of the Products at the Manufacturer’s facility, and Distributor shall thereafter be responsible for all costs and expenses relating to the Products, including, without limitation, the cost of carriage, insurance, unpacking and unloading the Products and any licenses, customs formalities, tariffs, duties, taxes and other charges payable upon import. 2.3 Manufacturer shall have the right to: (a) (i) refuse to accept any order from Distributor, (ii) cancel any order previously accepted by SalixManufacturer, and (iii) refuse or delay the shipment of Products, in each case immediately upon the breach by Distributor of any material provision of this Agreement or immediately upon the failure of Distributor to meet any payment schedules or credit or other financial requirements which may, from time to time, be established by Manufacturer; (b) allocate its inventory of Products from time to time and in such manner as it may determine in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product ; and (c) at any time after acceptance time, effect changes in, or discontinue the manufacture or sale of, any Product 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 ProductDistributor. In the event that Salix fails Manufacturer effects changes in any Product which shall cause such Product to supply be incompatible with any other Product with which it was compatible prior to such change, Manufacturer shall provide Distributor with written notice thirty (30) days prior to the date on which the prior version of the changed Product as required pursuant shall no longer be available. In the event Manufacturer discontinues the sale of any Product, the Manufacturer shall provide Distributor with written notice thirty (30) days prior to this Agreement for any reason other than a Force Majeure, the date on which such failure results discontinuation is effective 2.4 Distributor hereby grants to Manufacturer a security interest in lost sales all Products sold to Distributor and any proceeds thereof (including accounts receivable) as security for Altana, the Parties shall meet all its payment obligations for Products purchased 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 paid for by Distributor under Section 4.4 of this Agreement. Upon the request of Manufacturer, Distributor shall execute any document or instrument necessary or appropriate to confirm or perfect such security interest and Manufacturer is hereby authorized to execute any such document or instrument on Distributor’s behalf.

Supply of Product. Salix (a) With respect to any Service that contemplates the supply of Products from a Service Provider to a Service Recipient, commencing on the Effective Date and continuing throughout the Service Term applicable to such Service, the applicable Service Provider (including through its Affiliates and Third Party Service Providers) shall supply or cause to be supplied to the applicable Service Recipient the Products as set forth on the Schedule attached hereto by the date or dates specified in a Purchase Order pursuant to the terms of this Agreement, and such Products shall meet such specifications and other warranties as may be mutually agreed by the parties and/or set forth in the Schedule hereto. (b) With respect to any Service that contemplates the supply of Products from a Service Provider to a Service Recipient, the applicable Service Recipient will order such Products pursuant to written purchase orders, including through an electronic or digital ordering system, issued to the applicable Service Provider (a “Purchase Order”). There shall be no minimum order quantity required unless otherwise specified in the Schedule. No such Purchase Order shall be binding on Service Provider until accepted by such Service Provider in writing. The applicable Service Provider shall use commercially reasonable efforts to accept and fulfill any such Purchase Order. The parties acknowledge that there may be circumstances in which it is not commercially reasonable for Service Provider to accept and/or fulfill any such Purchase Order(s). Service Provider shall promptly notify the applicable Service Recipient of any problems of which it becomes aware that could reasonably be considered to materially affect the ability to supply the Product during the Co-Promotion Period Products in sufficient quantities to satisfy the levels of Product sales forecasted accordance with an accepted Purchase Order, with respect thereto. Unless otherwise expressly set forth in the then current Marketing Plan. Salix Schedule or in an applicable accepted purchaser order, title and risk of loss to a Product shall maintain reasonable inventory levels pass to Service Recipient upon the shipment of the such 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 destination pursuant to this Agreement for the applicable Purchase Order. Unless otherwise expressly set forth in the Schedule or in an applicable accepted Purchase Order or otherwise mutually agree by the parties, each Product is sold on an “as is, where is” basis with all faults and without 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 Agreementrepresentation or warranty.

Supply of Product. Salix shall use reasonable efforts Supplier agrees to supply the and sell Product during the Co-Promotion Period to Buyer 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 accordance 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 Productthis Agreement, including (a) the price at which the Product will be sold, Price Schedule (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 Schedule 3.1 of this Agreement), the Quality Agreement (Schedule 4 of this Agreement), and the Product Specifications, and Buyer agrees to purchase the Product from Supplier. Supplier shall be the primary supplier of Product for Buyer in the Territory. Buyer shall be allowed to qualify a secondary supplier and permit that secondary supplier to supply up to twenty percent (20%) of Buyer’s requirements during any calendar year. In consideration of the Product prices established pursuant to Article 3, and the other terms and conditions of this Agreement, Supplier shall meet Buyer’s forecast requirements for the Product during the Term of this Agreement. In addition, Supplier shall use its commercially reasonable efforts to meet Buyer’s reasonable requirements in excess of such forecasts. The primary/secondary supplier form of exclusivity shall be terminated if Supplier is unable or unwilling to manufacture Product as set forth in Product Specification (herein Schedule 1.14) or as a result of a breach of any of Supplier’s warranties or representations that is not cured within an applicable cure period, negligence, willful misconduct or repeated failure to deliver conforming Product such that Buyer reasonably believes Supplier is unable to consistently deliver conforming Product. The primary/secondary supplier form of exclusivity shall be suspended in the event Supplier is unable to meet Buyer’s forecasted quantity demands until such time as Supplier is able to meet Buyer’s quantity demands. The foregoing termination and suspension remedies, as applicable, shall be Buyer’s sole remedies for any failure of supply. The parties have executed contemporaneously with the execution of this Agreement a Memorandum of Understanding (“MOU”) (attached hereto as Schedule 2.1). The MOU shall apply to all batch production under this Agreement until such time as the Sodium Selenite testing methods and validation referenced therein are complete and are producing compliant Product. Once Sodium Selenite testing methods and validation are complete and are producing compliant Product the MOU shall expire of its terms and all batch production issues addressed therein shall be addressed as herein provided. The MOU supersedes this Agreement only so long as the Sodium Selenite testing methods and validation are incomplete and are not producing compliant Product.

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.