Common use of SUPPLY OF THE PRODUCTS Clause in Contracts

SUPPLY OF THE PRODUCTS. Before the [***], STADA and ALVOTECH agree and undertake to each other to enter into a Supply Agreement which shall incorporate the following commitments: 10.1 STADA is committed to and shall ensure that its Affiliates purchase their total demand of the Products according to the Dossier(s) as Finished Product exclusively from ALVOTECH for a term of [***] after Launch of the first strength of the Product in the Territory on a country-by-country basis (“Exclusive Purchase Obligation”); 10.2 ALVOTECH will constantly manufacture and deliver the Product according to current EU GMP provisions, the Dossier and the Product specifications; 10.3 ALVOTECH will support STADA by using its commercially reasonable efforts to gain the import licence for the Products in case of manufacture in a country not belonging to the European Union, if applicable; 10.4 The prices for the Products supplied to STADA, its Affiliates and/or Distributors as Finished Product will be the greater of (a) [***] percent ([***]%) of STADA’s or STADA’s Affiliates’ (as applicable) Net Selling Price in the respective country of the Territory or (b) the Floor Prices as stated in Annex 1; 10.5 The Exclusive Purchase Obligation shall terminate automatically in case the Supply Agreement terminates or as otherwise agreed in the Supply Agreement, including in the event any competent authority finds the Exclusive Purchase Obligation in such country to be invalid or unenforceable; 10.6 With regard to the countries of the Territory with Exclusive Rights, upon STADA’s failure, other than as a result (and to the extent) of ALVOTECH failing to supply Product quantities ordered by STADA in accordance with the applicable provisions of this Agreement and the Supply Agreement, to purchase on a country-by-country basis: (a) [***] of its annual non-binding forecast for the Products over [***] consecutive years, or (b) [***] of its annual non-binding forecast for the Products in [***] and not being able to catch up this volume in [***], ALVOTECH shall be entitled to convert the Exclusive Rights to Semi-Exclusive Rights for the particular country as the sole remedy; and 10.7 The initial term of the Supply Agreement shall be the duration of the Exclusivity Period (“Initial Supply Term”). Provided that STADA has complied with its material obligations under the Supply Agreement, STADA shall have the right, in its sole discretion, to: (a) prolong the Exclusivity Period and prolong the duration of the Supply Agreement, or (b) prolong the duration of the Supply Agreement (in which case all rights granted to STADA in Articles 2.1 through 2.3 shall become non-exclusive), for up to three (3) times for further five (5) years periods by providing to ALVOTECH twelve (12) months written notice prior to the end of the Initial Supply Term or any prolonged term (as applicable) of its decision to prolong either the Exclusivity Period and or the term of the Supply Agreement (the total period of the Supply Agreement being call the “Supply Term”). In case of any inconsistencies between the provisions of this Agreement and the Supply Agreement in relation to supplies of the Products, the provisions of the Supply Agreement shall prevail. 10.8 Both Parties have the joint aim to be successful in respect of supplying the market in the Territory and understand that continuous cost improvements are an important element to achieve competitiveness. Therefore, ALVOTECH shall use its reasonable commercial efforts during the Supply Term to improve its manufacturing and supply costs for the Product (including [***]) so that, if necessary, ALVOTECH may be able to reduce the Floor Prices. ALVOTECH shall use its [***] to support STADA and its Affiliates competitiveness when bidding for tenders if ALVOTECH is able to [***].

SUPPLY OF THE PRODUCTS. Before the [***], STADA and ALVOTECH agree and undertake to each other to enter into a Supply Agreement which shall incorporate the following commitments: 10.1 STADA is committed to and shall ensure that its Affiliates purchase their total demand of the Products according to the Dossier(s) as Finished Product exclusively from ALVOTECH for a term of [***] after Launch of the first strength of the Product in the Territory on a country-by-country basis (“Exclusive Purchase Obligation”); 10.2 ALVOTECH will constantly manufacture and deliver the Product according to current EU GMP provisions, the Dossier and the Product specifications; 10.3 ALVOTECH will support STADA by using its commercially reasonable efforts to gain the import licence for the Products in case of manufacture in a country not belonging to the European Union, if applicable; 10.4 The prices for the Products supplied to STADA, its Affiliates and/or Distributors as Finished Product will be the greater of (a) [***] percent ([***]%) of STADA’s or STADA’s Affiliates’ (as applicable) Net Selling Price in the respective country of the Territory or (b) the Floor Prices as stated in Annex 1; 10.5 The Exclusive Purchase Obligation shall terminate automatically in case the Supply Agreement terminates or as otherwise agreed in the Supply Agreement, including in the event any competent authority finds the Exclusive Purchase Obligation in such country to be invalid or unenforceable; 10.6 With regard to the countries of the Territory with Exclusive Rights, upon STADA’s failure, other than as a result (and to the extent) of ALVOTECH failing to supply Product quantities ordered by STADA in accordance with the applicable provisions of this Agreement and the Supply Agreement, to purchase on a country-by-country basis: (a) [***] of its annual non-binding forecast for the Products over [***] consecutive years, or (b) [***] of its annual non-binding forecast for the Products in [***] and not being able to catch up this volume in [***], ALVOTECH shall be entitled to convert the Exclusive Rights to Semi-Exclusive Rights for the particular country as the sole remedy; and 10.7 The initial term of the Supply Agreement shall be the duration of the Exclusivity Period (“Initial Supply Term”). Provided that STADA has complied with its material obligations under the Supply Agreement, STADA shall have the right, in its sole discretion, to: (a) prolong the Exclusivity Period and prolong the duration of the Supply Agreement, or (b) prolong the duration of the Supply Agreement (in which case all rights granted to STADA in Articles 2.1 through 2.3 shall become non-exclusive), for up to three (3) times for further five (5) years periods by providing to ALVOTECH twelve (12) months written notice prior to the end of the Initial Supply Term or any prolonged term (as applicable) of its decision to prolong either the Exclusivity Period and or the term of the Supply Agreement (the total period of the Supply Agreement being call the “Supply Term”). In case of any inconsistencies between the provisions of this Agreement and the Supply Agreement in relation to supplies of the Products, the provisions of the Supply Agreement shall prevail. 10.8 Both Parties have the joint aim to be successful in respect of supplying the market in the Territory and understand that continuous cost improvements are an important element to achieve competitiveness. Therefore, ALVOTECH shall use its reasonable commercial efforts during the Supply Term to improve its manufacturing and supply costs for the Product (including [***]) so that, if necessary, ALVOTECH may be able to reduce the Floor Prices. ALVOTECH shall use its [***] to support STADA and its Affiliates competitiveness when bidding for tenders if ALVOTECH is able to [***].

SUPPLY OF THE PRODUCTS. Before the [***], STADA and ALVOTECH agree and undertake to each other to enter into a Supply Agreement which shall incorporate the following commitments: 10.1 STADA is committed to and shall ensure that its Affiliates purchase their total demand of the Products according to the Dossier(s) as Finished Product exclusively from ALVOTECH for a term of [***] after Launch of the first strength of the Product in the Territory on a country-by-country basis (“Exclusive Purchase Obligation”); 10.2 ALVOTECH will constantly manufacture and deliver the Product according to current EU GMP provisions, the Dossier and the Product specifications; 10.3 ALVOTECH will support STADA by using its commercially reasonable efforts to gain the import licence for the Products in case of manufacture in a country not belonging to the European Union, if applicable; 10.4 The prices for the Products supplied to STADA, its Affiliates and/or Distributors as Finished Product will be the greater of (a) [***] percent ([***]%) of STADA’s or STADA’s Affiliates’ (as applicable) Net Selling Price in the respective country of the Territory or (b) the Floor Prices as stated in Annex 1; 10.5 The Exclusive Purchase Obligation shall terminate automatically in case the Supply Agreement terminates or as otherwise agreed in the Supply Agreement, including in the event any competent authority finds the Exclusive Purchase Obligation in such country to be invalid or unenforceable; 10.6 With regard to the countries of the Territory with Exclusive Rights, upon STADA’s failure, other than as a result (and to the extent) of ALVOTECH failing to supply Product quantities ordered by STADA in accordance with the applicable provisions of this Agreement and the Supply Agreement, to purchase on a country-by-country basis: (a) [***] of its annual non-binding forecast for the Products over [***] consecutive years, or (b) [***] of its annual non-binding forecast for the Products in [***] and not being able to catch up this volume in [***], ALVOTECH shall be entitled to convert the Exclusive Rights to Semi-Exclusive Rights for the particular country as the sole remedy; and 10.7 The initial term of the Supply Agreement shall be the duration of the Exclusivity Period (“Initial Supply Term”). Provided that STADA has complied with its material obligations under the Supply Agreement, STADA shall have the right, in its sole discretion, to: (a) prolong the Exclusivity Period and prolong the duration of the Supply Agreement, or (b) prolong the duration of the Supply Agreement (in which case all rights granted to STADA in Articles 2.1 through 2.3 shall become non-exclusive), for up to three (3) times for further five (5) years periods by providing to ALVOTECH twelve (12) months written notice prior to the end of the Initial Supply Term or any prolonged term (as applicable) of its decision to prolong either the Exclusivity Period and or the term of the Supply Agreement (the total period of the Supply Agreement being call the “Supply Term”). In case of any inconsistencies between the provisions of this Agreement and the Supply Agreement in relation to supplies of the Products, the provisions of the Supply Agreement shall prevail. 10.8 Both Parties have the joint aim to be successful in respect of supplying the market in the Territory and understand that continuous cost improvements are an important element to achieve competitiveness. Therefore, ALVOTECH shall use its reasonable commercial efforts during the Supply Term to improve its manufacturing and supply costs for the Product (including [***]) so that, if necessary, ALVOTECH may be able to reduce the Floor Prices. ALVOTECH shall use its [***] to support STADA and its Affiliates competitiveness when bidding for tenders if ALVOTECH is able to [***].

SUPPLY OF THE PRODUCTS. Before the [***], STADA and ALVOTECH agree and undertake to each other to enter into a Supply Agreement which shall incorporate the following commitments: 10.1 STADA is committed to and shall ensure that its Affiliates purchase their total demand of the Products according to the Dossier(s) as Finished Product exclusively from ALVOTECH for a term of [***] after Launch of the first strength of the Product in the Territory on a country-by-country basis (“Exclusive Purchase Obligation”); 10.2 ALVOTECH will constantly manufacture and deliver the Product according to current EU GMP provisions, the Dossier and the Product specifications; 10.3 ALVOTECH will support STADA by using its commercially reasonable efforts to gain the import licence for the Products in case of manufacture in a country not belonging to the European Union, if applicable; 10.4 The prices for the Products supplied to STADA, its Affiliates and/or Distributors as Finished Product will be the greater of (a) [***] percent ([***]%) of STADA’s or STADA’s Affiliates’ (as applicable) Net Selling Price in the respective country of the Territory or (b) the Floor Prices as stated in Annex 1; 10.5 The Exclusive Purchase Obligation shall terminate automatically in case the Supply Agreement terminates or as otherwise agreed in the Supply Agreement, including in the event any competent authority finds the Exclusive Purchase Obligation in such country to be invalid or unenforceable; 10.6 With regard to the countries of the Territory with Exclusive Rights, upon STADA’s failure, other than as a result (and to the extent) of ALVOTECH failing to supply Product quantities ordered by STADA in accordance with the applicable provisions of this Agreement and the Supply Agreement, to purchase on a country-by-country basis: (a) [***] percent ([***]%) of its annual non-binding forecast for the Products over [***] ([***]) consecutive years, or (b) [***] percent ([***]%) of its annual non-binding forecast for the Products in [***] and not being able to catch up this volume in [***], ALVOTECH shall be entitled to convert the Exclusive Rights to Semi-Exclusive Rights for the particular country as the sole remedy; and 10.7 The initial term of the Supply Agreement shall be the duration of the Exclusivity Period (“Initial Supply Term”). Provided that STADA has complied with its material obligations under the Supply Agreement, STADA shall have the right, in its sole discretion, to: (a) prolong the Exclusivity Period and prolong the duration of the Supply Agreement, or (b) prolong the duration of the Supply Agreement (in which case all rights granted to STADA in Articles 2.1 through 2.3 shall become non-exclusive), for up to three (3) times for further five (5) years periods by providing to ALVOTECH twelve (12) months written notice prior to the end of the Initial Supply Term or any prolonged term (as applicable) of its decision to prolong either the Exclusivity Period and or the term of the Supply Agreement (the total period of the Supply Agreement being call the “Supply Term”). In case of any inconsistencies between the provisions of this Agreement and the Supply Agreement in relation to supplies of the Products, the provisions of the Supply Agreement shall prevail. 10.8 Both Parties have the joint aim to be successful in respect of supplying the market in the Territory and understand that continuous cost improvements are an important element to achieve competitiveness. Therefore, ALVOTECH shall use its reasonable commercial efforts during the Supply Term to improve its manufacturing and supply costs for the Product (including [***]) so that, if necessary, ALVOTECH may be able to reduce the Floor Prices. ALVOTECH shall use its [***] to support STADA and its Affiliates competitiveness when bidding for tenders if ALVOTECH is able to [***].

SUPPLY OF THE PRODUCTS. Before the [***], STADA and ALVOTECH agree and undertake to each other to enter into a Supply Agreement which shall incorporate the following commitments: 10.1 STADA is committed to and shall ensure that its Affiliates purchase their total demand of the Products according to the Dossier(s) as Finished Product exclusively from ALVOTECH for a term of [***] after Launch of the first strength of the Product in the Territory on a country-by-country basis (“Exclusive Purchase Obligation”); 10.2 ALVOTECH will constantly manufacture and deliver the Product according to current EU GMP provisions, the Dossier and the Product specifications; 10.3 ALVOTECH will support STADA by using its commercially reasonable efforts to gain the import licence for the Products in case of manufacture in a country not belonging to the European Union, if applicable; 10.4 The prices for the Products supplied to STADA, its Affiliates and/or Distributors as Finished Product will be the greater of (a) [***] percent ([***]%) of STADA’s or STADA’s Affiliates’ (as applicable) Net Selling Price in the respective country of the Territory or (b) the Floor Prices as stated in Annex 1; 10.5 The Exclusive Purchase Obligation shall terminate automatically in case the Supply Agreement terminates or as otherwise agreed in the Supply Agreement, including in the event any competent authority finds the Exclusive Purchase Obligation in such country to be invalid or unenforceable; 10.6 With regard to the countries of the Territory with Exclusive Rights, upon STADA’s failure, other than as a result (and to the extent) of ALVOTECH failing to supply Product quantities ordered by STADA in accordance with the applicable provisions of this Agreement and the Supply Agreement, to purchase on a country-by-country basis: (a) [***] of its annual non-binding forecast for the Products over [***] consecutive years, or (b) [***] of its annual non-binding forecast for the Products in [***] and not being able to catch up this volume in [***], ALVOTECH shall be entitled to convert the Exclusive Rights to Semi-Exclusive Rights for the particular country as the sole remedy; and 10.7 The initial term of the Supply Agreement shall be the duration of the Exclusivity Period (“Initial Supply Term”). Provided that STADA has complied with its material obligations under the Supply Agreement, STADA shall have the right, in its sole discretion, to: (a) prolong the Exclusivity Period and prolong the duration of the Supply Agreement, or (b) prolong the duration of the Supply Agreement (in which case all rights granted to STADA in Articles 2.1 through 2.3 shall become non-exclusive), for up to three (3) times for further five (5) years periods by providing to ALVOTECH twelve (12) months written notice prior to the end of the Initial Supply Term or any prolonged term (as applicable) of its decision to prolong either the Exclusivity Period and or the term of the Supply Agreement (the total period of the Supply Agreement being call the “Supply Term”). In case of any inconsistencies between the provisions of this Agreement and the Supply Agreement in relation to supplies of the Products, the provisions of the Supply Agreement shall prevail. 10.8 Both Parties have the joint aim to be successful in respect of supplying the market in the Territory and understand that continuous cost improvements are an important element to achieve competitiveness. Therefore, ALVOTECH shall use its reasonable commercial efforts during the Supply Term to improve its manufacturing and supply costs for the Product (including [***]) so that, if necessary, ALVOTECH may be able to reduce the Floor Prices. ALVOTECH shall use its [***] ]to support STADA and its Affiliates competitiveness when bidding for tenders if ALVOTECH is able to [***].