Common use of Supply Price Clause in Contracts

Supply Price. The Initial Term “Supply Price” for the “Monthly Fixed Price Volume” set forth on Exhibit A shall be $[______]/MWh for the first [***] years of the Initial Term, and thereafter shall be the then-current market price as mutually agreed by Customer and Supplier prior to the end of the [***] year. The Extension Term Supply Price, if any, will be the then-current market price as mutually agreed by Customer and Supplier prior to entering into the Extension Term. Supplier and Customer may agree to fix the Supply Price for one or more periods during the Term that individually and in total are shorter than the full Term. Exhibit A sets forth the hourly delivery volume for which the Energy Price will be fixed during each month of the Term to take into account the phase-in of the facility which is expected to progress at a rate of approximately [***]MW per month (the “Monthly Fixed Price Volume”). Supplier represents that Supplier has used commercially reasonable efforts to set such Supply Price at approximately [***]% discount to the forward price at which Supplier xxxxxx its delivery obligations under this Transaction Confirmation with respect to any financial or physical energy supply arrangement intended to cover the Monthly Fixed Price Volume, the settlement index (ERCOT North Load Zone), and this Transaction Confirmation term. The [***]% discount shall be revised to take into account any physical or software limitations originating from Customer and limiting Supplier’s ability to curtail 100% of the load at the Data Center. Exhibit A also sets forth the minimum load that Customer has designated as not subject to economic curtailment (“Non-Curtailable Load”), which represents, among other things, the Motor Control Center (MCC), and other essential server and administrative load. Customer and Supplier can, in the context of the immediately preceding sentence, agree on a lesser than [***]% discount with respect to the Supply Price to account for Supplier’s incremental cost of providing a fixed Supply Price for Non-Curtailable Load.

Supply Price. The Initial Term price payable by SAVIENT to NOF for the Activated PEG manufactured and supplied by NOF pursuant to SAVIENT’s Firm Orders (“Supply Price” ”) shall be as set out in Exhibit C, and the price for each order shall be calculated based on SAVIENT’s total Forecast for the “Monthly Fixed Price Volume” set forth on Exhibit A Year in which the order is placed regardless of whether NOF shall be $[______]/MWh complete delivery in the Year in which it is ordered. By way of example, if SAVIENT’s Forecast for the first a particular Year is for [***] years kg of the Initial TermActivated PEG, and thereafter shall then orders placed during that Year will be the then-current market price as mutually agreed by Customer and Supplier prior to charged at US$[**]/Kg. If at the end of any Year actual orders purchased by SAVIENT do not fall within the applicable quantity range of the original Forecast, then the Price for the Activated PEG purchased during that Year shall be adjusted to reflect that actual volume of Activated PEG purchased by SAVIENT, provided, however, if the actual amount purchased by SAVIENT is less than Forecasted due to [***] year. The Extension Term Supply Price], if any, will be then the then-current market price as mutually agreed by Customer and Supplier prior to entering into the Extension Term. Supplier and Customer may agree to fix the Supply Price for one or more periods during the Term that individually and in total are shorter than the full Term. Exhibit A sets forth the hourly delivery volume for which the Energy Price will Activated PEG purchased by Savient shall be fixed during each month of the Term to take into account the phase-in of the facility which is expected to progress at a rate of approximately based on [***]MW per month (. Upon adjustment, if necessary, either SAVIENT shall pay to NOF or NOF shall credit to SAVIENT, as applicable, the “Monthly Fixed Price Volume”)balance based on the said adjustment. Supplier represents that Supplier has used commercially reasonable efforts Any amounts owing by SAVIENT to set such Supply Price at approximately NOF pursuant to this provision shall be remitted within [***]% discount ] days of the SAVIENT’s receipt of a reconciliation statement which sets forth in specific detail the amounts purchased by SAVIENT during the Year in question; any credits owing by NOF to the forward price at which Supplier xxxxxx its delivery obligations under this Transaction Confirmation with respect SAVIENT shall be applied to any financial or physical energy supply arrangement intended to cover the Monthly Fixed Price Volume, the settlement index (ERCOT North Load Zone), and this Transaction Confirmation term. The [***]% discount . Provided, however, that SAVIENT shall be revised pay to take into account any physical NOF only such amount as corresponds with the amount of Activated PEG which is actually delivered to SAVIENT or software limitations originating from Customer and limiting Supplier’s ability to curtail 100% of the load at the Data Center. Exhibit A also sets forth the minimum load that Customer has designated as not subject to economic curtailment (“Non-Curtailable Load”), which represents, among other things, the Motor Control Center (MCC), and other essential server and administrative load. Customer and Supplier can, in the context of the immediately preceding sentence, agree on a lesser than [***]% discount with respect SAVIENT’S designee pursuant to the Supply Price to account for Supplier’s incremental cost terms of providing a fixed Supply Price for Non-Curtailable Loadthis Agreement.

Supply Price. The Initial Term 8.15.1. AstraZeneca shall charge Impax on a per unit basis a supply price for each Supplied Product mode of administration and dosage strength (the “Supply Price” for ”), which Supply Price initially shall be the “Monthly Fixed Price Volume” applicable amount set forth in Schedule 8.15. 1. [***]. During the Supply Term, AstraZeneca shall use reasonable efforts, consistent with the timing of its internal budget cycle, (i) to notify Impax on Exhibit A shall be $[______]/MWh for the first or before [***] years of each Calendar Year for budget planning purposes of a preliminary Supply Price (including the Initial TermSelected Manufacturing Costs contained in such Supply Price) for each Supplied Product mode of administration and dosage strength for the following Calendar Year, and thereafter shall be the then-current market price as mutually agreed by Customer and Supplier prior (ii) to the end of the promptly notify Impax (in no event later than [***] year. The Extension Term Supply Price, if any, will be the then-current market price as mutually agreed by Customer and Supplier prior to entering into the Extension Term. Supplier and Customer may agree to fix of each Calendar Year) of the Supply Price (including the Selected Manufacturing Costs contained in such Supply Price) for one each Supplied Product mode of administration and dosage strength for the following Calendar Year. Concurrently with the notice of each Supply Price increase or more periods during the Term that individually and in total are shorter than the full Term. Exhibit A sets forth the hourly delivery volume for which the Energy Price will be fixed during each month decrease (whether preliminary or final), AstraZeneca shall provide reasonable evidence to Impax of the Term to take into account the phase-in of the facility which is expected to progress at a rate of approximately [***]MW in the Selected Manufacturing Costs for each Supplied Product mode of administration and dosage strength. (i) If the Selected Manufacturing Costs for any dosage strength of Zomig Tablets increase on a per month unit basis by more than [***] in any Calendar Year compared to the immediately preceding Calendar Year (the “Monthly Fixed Price Volume”). Supplier represents that Supplier has used commercially reasonable efforts to set amount of such Supply Price at approximately excess Selected Manufacturing Cost increase above [***]% discount , the “Royalty Tablet Offset Amount”), then beginning on the date of such increase, the royalties payable by Impax pursuant to Section 7.2 on Zomig Tablets for each Calendar Quarter in the applicable Calendar Year shall be reduced by the Royalty Tablet Offset Amount attributable to those units of Zomig Tablets purchased by Impax at the applicable Supply Price during such Calendar Quarter; provided that the Royalty Tablet Offset Amount shall not exceed [***] on a per unit basis of the immediately preceding Calendar Year’s Selected Manufacturing Costs for such Zomig Tablets. If the Selected Manufacturing Costs for any formulation or dosage of Zomig Tablets increases by more than [***] on a per unit basis in any Calendar Year compared to the forward price at which Supplier xxxxxx its delivery obligations under immediately preceding Calendar Year, then Impax shall have the right to terminate this Transaction Confirmation with respect Agreement as provided in Section 14.3.3. (ii) If the Selected Manufacturing Costs for any dosage strength of Zomig-ZMT increase on a per unit basis by more than [***] in any Calendar Year compared to any financial or physical energy supply arrangement intended to cover the Monthly Fixed Price Volume, immediately preceding Calendar Year (the settlement index (ERCOT North Load Zone), and this Transaction Confirmation term. The amount of such excess Selected Manufacturing Cost increase above [***]% discount shall be revised to take into account any physical or software limitations originating from Customer and limiting Supplier’s ability to curtail 100% of , the load at the Data Center. Exhibit A also sets forth the minimum load that Customer has designated as not subject to economic curtailment (“Non-Curtailable LoadRoyalty ZMT Offset Amount”), which represents, among other thingsthen beginning on the date of such increase, the Motor Control Center (MCC), and other essential server and administrative load. Customer and Supplier can, royalties payable by Impax pursuant to Section 7.2 on Zomig-ZMT for each Calendar Quarter in the context applicable Calendar Year shall be reduced by the Royalty ZMT Offset Amount attributable to those units of Zomig-ZMT purchased by Impax at the immediately preceding sentence, agree on a lesser applicable Supply Price during such Calendar Quarter; provided that the Royalty ZMT Offset Amount shall not exceed more than [***] on a per unit basis of the immediately preceding Calendar Year’s Selected Manufacturing Costs for such Zomig-ZMT. If the Selected Manufacturing Costs for any formulation or dosage of Zomig-ZMT increases by more than [***] on a per unit basis in any Calendar Year compared to the immediately preceding Calendar Year, then Impax shall have the right to terminate this Agreement as provided in Section 14.3.3. (iii) If the Selected Manufacturing Costs for any dosage strength of Zomig Nasal Spray increase on a per unit basis by more than [***] in any Calendar Year compared to the immediately preceding Calendar Year (the amount of such excess Selected Manufacturing Cost increase above [***]% discount , the “Royalty Nasal Offset Amount”), then beginning on the date of such increase, the royalties payable by Impax pursuant to Section 7.2 on Zomig Nasal Spray for each Calendar Quarter in the applicable Calendar Year shall be reduced by the Royalty Nasal Offset Amount attributable to those units of Zomig Nasal Spray purchased by Impax at the applicable Supply Price during such Calendar Quarter; provided that the Royalty Nasal Offset Amount shall not exceed more than [***] on a per unit basis of the immediately preceding Calendar Year’s Selected Manufacturing Costs for such Zomig Nasal Spray. If the Selected Manufacturing Costs for any formulation or dosage of Zomig Nasal Spray increases by more than [***] on a per unit basis in any Calendar Year compared to the immediately preceding Calendar Year, then Impax shall have the right to terminate this Agreement as provided in Section 14.3.3. (iv) For clarity, (a) clauses (i) through (iii) also apply with respect to Impax Generic Versions of the applicable Existing Products, and (b) the calculation of any Royalty Tablet Offset Amount, Royalty ZMT Offset Amount and Royalty Nasal Offset Amount shall apply on a Calendar Year-by-Calendar Year basis with the amount of any increase (or decrease) calculated solely on the basis of the immediately preceding Calendar Year. (v) This Section 8.15 shall be subject to Section 7.2.4 and 7.2.5. (vi) An example calculation with respect to clauses (i), (ii) and (iii) is set forth in Schedule 8.15.1(vi), which example is provided solely by way of example and without limitation. In the event of any conflict between the terms of Schedule 8.15.1(vi) and this Agreement, this Agreement shall control. 8.15.2. AstraZeneca shall invoice Impax for the applicable Supply Price together with, or promptly after, each delivery to Impax of conforming supplies of the Supplied Products ordered by Impax. Impax shall pay in full each such invoice in accordance with Section 7.4 within [***] of the invoice date. 8.15.3. AstraZeneca has provided Impax with AstraZeneca’s Supply Prices for each Supplied Product for [***] for each Supplied Product for [***] and those Supply Prices shall remain in effect until [***]. AstraZeneca shall provide to Impax AstraZeneca’s Supply Prices for the following Calendar Years based upon [***] as provided in Section 8.15.1. Impax [***] may retain an Independent Auditor that is approved by AstraZeneca to conduct an audit of the basis for any Supply Price increase or decrease for a given Calendar Year, which audit shall occur no more than [***] with respect to each Calendar Year and shall be conducted prior to [***] of the Calendar Year in which such increase or decrease will be in effect. Any such approval with respect to the selection of an independent auditor shall not be unreasonably withheld, conditioned or delayed, and AstraZeneca shall respond to such request for approval pursuant to this Section 8.15.3 within [***]. AstraZeneca shall cooperate with such Independent Auditor’s investigation, and the results of any audit under this Section 8.15.3 shall (i) disclose only whether any increase or decrease in [***] under this Agreement is correct or incorrect and the amount of any discrepancy and (ii) be made available to both Parties. Prior to and as a condition to the Independent Auditor conducting any audit, Impax shall ensure that the Independent Auditor has entered into a confidentiality agreement with obligations no less restrictive than those obligations set forth in Article 11. In no event may the Independent Auditor disclose to Impax any documentation, calculations or information provided to the Independent Auditor by AstraZeneca that has not been approved by AstraZeneca, such approval not to be unreasonably withheld, conditioned or delayed, and AstraZeneca shall respond to such request for approval pursuant to this Section 8.15.3 within [***]. Except as provided below, the cost of this audit shall be borne by Impax, unless the audit reveals a variance in the aggregate (taking account of all Supplied Products) of more than [***] from the reported Supply Price to account for Supplier’s incremental increase(s) or decrease(s) and the variance benefitted AstraZeneca, in which case AstraZeneca shall bear the cost of providing a fixed the audit. Unless disputed pursuant to Section 8.15.4, if such audit concludes for the period of time following the enactment of the applicable Supply Price increase or decrease that excess payments were made by Impax, AstraZeneca shall reimburse such excess payments with interest from the date originally due as provided in Section 7.6 within [***] after the date on which such audit is completed by Impax. 8.15.4. In the event of a dispute with respect to any audit under Section 8.15.3, AstraZeneca and Impax shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***], the dispute shall be submitted for Non-Curtailable Loadresolution to an Arbitrator. The decision of the Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Arbitrator shall determine. Not later than [***] after such decision and in accordance with such decision, the audited Party shall pay the additional amounts that were not paid, with interest from the date originally due as provided in Section 7.6, or the auditing Party shall reimburse the excess payments that were paid, as applicable.

Supply Price. The Initial Term “Supply Price” supply price for API provided by LGLS to OSCIENT during the “Monthly Fixed Price Volume” set forth on Exhibit A Remaining Period, shall be $[______]/MWh for the first [equal to ***] years ** percent of the Initial TermLGLS’s Fully Burdened Cost of Manufacture for API supplied thereunder, and thereafter which shall be the then-current market price as mutually agreed by Customer and Supplier prior to the end of the [in no event ***] year. The Extension Term Supply Price, if any, will be the then-current market price as mutually agreed by Customer and Supplier prior to entering into the Extension Term. Supplier and Customer may agree to fix the Supply Price for one or more periods during the Term that individually and in total are shorter than the full Term. Exhibit A sets forth the hourly delivery volume for which the Energy Price will be fixed during each month of the Term to take into account the phase-in of the facility which is expected to progress at a rate of approximately [** $***]MW ** per kg ***** $***** per kg. In addition, (i) if total purchases by OSCIENT plus any other purchasers of bulk API is greater than ***** kg in any calendar year, the $***** supply price shall be reduced by $***** per kg for each additional ***** kg of API purchased in excess of ***** kg in such calendar year by OSCIENT plus any other purchasers, and (ii) the bulk supply price (including the ***** price) shall be renegotiated in good faith in the event that OSCIENT purchases more than ***** kg of API in any twelve (12) month period. In the event that there is an interruption in LGLS’s supply * Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. of API for any reason, which continues uncured for more than ***** days, then OSCIENT shall have the right to procure an alternative source of supply for the duration of the interruption (the “Monthly Fixed Price VolumeSecond Source Supplier”). Notwithstanding the foregoing, OSCIENT shall only have the right to procure a Second Source Supplier represents in the event that Supplier has used commercially reasonable efforts the interruption arises with respect to set such Supply Price at approximately [a supply order quantity, which is less than or equal to ***]% discount ** percent of the quantity anticipated by OSCIENT in the most recently updated forecast, immediately preceding the submission of the supply order. LGLS shall have the opportunity to resume its supply of API upon the elimination or resolution of the events causing the interruption; provided that, however, LGLS shall not resume its role as the exclusive supplier until OSCIENT is able to negotiate a termination of its purchase obligations with the Second Source Supplier. LGLS shall be responsible for any expenses incurred in excess of the price set forth herein, including any expenses related to the forward price at which Supplier xxxxxx its delivery obligations under this Transaction Confirmation termination of any agreement with respect to any financial or physical energy supply arrangement intended to cover the Monthly Fixed Price VolumeSecond Source Supplier; provided, the settlement index (ERCOT North Load Zone)however, and this Transaction Confirmation term. The [***]% discount that LGLS shall not be revised to take into account any physical or software limitations originating from Customer and limiting Supplier’s ability to curtail 100% of the load at the Data Center. Exhibit A also sets forth the minimum load that Customer has designated as not subject to economic curtailment (“Non-Curtailable Load”), which represents, among other things, the Motor Control Center (MCC), and other essential server and administrative load. Customer and Supplier can, in the context of the immediately preceding sentence, agree on a lesser than [***]% discount with respect responsible for such excess expenses to the Supply Price extent that such interruption is due to account for Supplier’s incremental cost the negligence or malfeasance of providing a fixed Supply Price for Non-Curtailable LoadOSCIENT.

Supply Price. The Initial Term “Supply Price” Price for the “Monthly Fixed Price Volume” set forth on Exhibit A MUSE Product shall be $[______]/MWh for the first [equal (***] years ) of Abboxx'x Xxx Sales of the Initial TermMUSE Product in the Territory, and thereafter calculated as provided in Article 4.2(B) below. The Supply Price for the ALIBRA Product shall equal (***) of Abboxx'x Xxx Sales of the ALIBRA Product in the Territory, calculated as provided in Article 4.2(B) below. The Supply Price for both Products shall be subject to the then-current market price as mutually agreed by Customer provisions of Article 4.3 below. (A) In order to enable the parties to sell and Supplier purchase the Products prior to the end of the [time in which Abboxx'x Xxx Sales for a Sales Quarter are determined, Abbott shall pay for Products ordered, delivered and accepted pursuant to Article 5 below based upon an interim "Transfer Price," which shall be equal to (***] ) of Abboxx'x xxximated weighted average net selling price for an Abbott fiscal year, for the Products in the Territory, respectively for the MUSE Product and for the ALIBRA Product. Abbott shall advise VIVUS no later than forty-five (45) days prior to the start of each of Abboxx'x xxxcal years, during the term of this Agreement, of Abboxx'x xxximated weighted average net selling price for each of the Products in the Territory for the coming Abbott fiscal year, and the Transfer Price for that fiscal year shall be based upon such price, subject to any adjustment required under Article 4.2(B) below. (B) The Extension Term Supply Priceparties shall conduct a reconciliation no later than forty-five (45) days after the end of each Sales Quarter, in order to determine whether one party owes the other party any amount in connection with the sale and purchase of the MUSE Product and/or the ALIBRA Product in that Sales Quarter, based upon the difference (if any, will be ) between the then-current market price as mutually agreed by Customer respective Transfer Price and Supplier prior to entering into the Extension Term. Supplier and Customer may agree to fix the Supply Price for one or more periods during that Sales Quarter. For the Term that individually purposes of such reconciliation, Abbott shall provide to VIVUS a statement of Abboxx'x xxxes in units, per country in the Territory, and of Abboxx'x Xxx Sales, per country in the Territory and in total are shorter than local currency as well as in U.S. dollars, converted pursuant to Article 4.7 below. In the full Term. Exhibit A sets forth event that one party owes the hourly delivery volume for other party any amount in accordance with this Article 4.2(B), the owing party shall pay such amount within thirty (30) days of the date upon which the Energy parties have agreed in writing upon the reconciliation calculation. In the event that the Supply Price will be fixed during each month is greater than one hundred ten percent (110%) or less than ninety percent (90%) of the Term to take into account the phase-in of the facility which is expected to progress at a rate of approximately [***]MW per month Transfer Price for two (the “Monthly Fixed Price Volume”). Supplier represents that Supplier has used commercially reasonable efforts to set such Supply Price at approximately [***]% discount to the forward price at which Supplier xxxxxx its delivery obligations under this Transaction Confirmation with respect to any financial or physical energy supply arrangement intended to cover the Monthly Fixed Price Volume2) consecutive Sales Quarters, the settlement index (ERCOT North Load Zone), and this Transaction Confirmation term. The [***]% discount Transfer Price established in Article 4.2(A) above shall be revised to take into account any physical or software limitations originating from Customer and limiting Supplier’s ability to curtail 100% changed for the remainder of the load at the Data Center. Exhibit A also sets forth the minimum load that Customer has designated as not subject to economic curtailment (“Non-Curtailable Load”), which represents, among other things, the Motor Control Center (MCC), and other essential server and administrative load. Customer and Supplier can, in the context of the immediately preceding sentence, agree on a lesser than [***]% discount with respect Sales Year to the Supply Price applicable to account for Supplier’s incremental cost of providing a fixed Supply Price for Non-Curtailable Loadthe most recent Sales Quarter.

Supply Price. The Initial supply price for all Bulk Drug Product supplied during the Supply Term by Indevus under this Agreement (the “Supply Price” ”) shall equal the sum of (a) Indevus’ Manufacturing Costs, plus (b) [*] of Bulk Drug Product purchased and used for commercial sales of Product (the “Monthly Fixed Price Volume” Manufacturing Payment”), subject to the following: 5.4.1 During the Initial Supply Term, except as otherwise set forth on Exhibit A herein, the portion of the Supply Price allocated to Indevus’ Manufacturing Costs shall not exceed [*] of Bulk Drug Product (the “Manufacturing Costs Cap”). 5.4.2 During any Renewal Supply Term, the Supply Price shall be $[______]/MWh for the first [***] years calculated as follows: (a) During any portion of the Initial Term, and thereafter shall be the then-current market price as mutually agreed by Customer and Supplier any Renewal Supply Term that expires on or prior to the end expiration of the Manufacturing Payment Term in which Indevus’ Manufacturing Costs exceed the Manufacturing Costs Cap, the Supply Price shall equal the sum of: (i) Indevus’ Manufacturing Costs (which shall in this case not be subject to the Manufacturing [*] CONFIDENTIAL TREATMENT REQUESTED Costs Cap) plus (ii) the Manufacturing Payment, provided that the Manufacturing Payment shall be reduced by the amount by which Indevus’ Manufacturing Costs exceed the Manufacturing Costs Cap. If the Manufacturing Payment would be reduced to zero, Xxxxxx shall have the right to appoint a second source supplier of Bulk Drug Product, provided, however, that in such event, Xxxxxx shall continue to remain liable for any outstanding Binding Portion of a Forecast or Purchase Order. If any portion of such Renewal Supply Term occurs prior to [*], the provisions of Section 3.7(b)(ii)(E) of the Xxxxxx License, as amended by the Amendment and Agreement, shall also be applicable. For example, if during any portion of any Renewal Supply Term that expires on or prior to the expiration of the Manufacturing Payment Term, Indevus’ Manufacturing Costs equal [*] year. The Extension Term Supply Priceof Bulk Drug Product, if any, the Manufacturing Payment will be reduced by [*] and, accordingly, the then-current market price as mutually agreed by Customer and Supplier Supply Price will equal [*] (Indevus’ Manufacturing Costs of [*] plus the reduced Manufacturing Payment of [*] If such period is prior to entering into [*], then the Extension Additional Payment (as defined in the License Agreement, as amended by the Amendment and Agreement), shall also be reduced by [*] (b) During any portion of any Renewal Supply Term that commences after the expiration of the Manufacturing Payment Term. Supplier and Customer may agree to fix , the Supply Price for one or more periods during all Bulk Drug Product supplied by Indevus under this Agreement shall equal Indevus’ Manufacturing Costs, and the Term that individually and in total are shorter than the full TermManufacturing Costs Cap shall not be applicable. Exhibit A sets forth the hourly delivery volume for which the Energy Price will be fixed during each month of the Term to take into account the phase-in of the facility which is expected to progress at a rate of approximately If Indevus’ Manufacturing Costs exceed [*] of Bulk Drug Product (subject to adjustment as set forth in the next paragraph), Xxxxxx shall have the right to appoint a second source supplier of Bulk Drug Product, provided, however, that in such event, Xxxxxx shall continue to remain liable for any outstanding Binding Portion of a Forecast or Purchase Order. The adjustment applicable to this Section 5.4.2(b) shall be calculated based on: (i) with respect to [**]MW per month ] the average of: (A) the number obtained by (i) dividing the consumer price index (“Verbraucherindex” 2000=100) as available on the German Federal Statistics Office (“Statistisches Bundesamt Deutschlands”) website at xxxx://xxx.xxxxxxxx.xx/indicators/d/pre110ad.htm (the “Monthly Fixed Price VolumeWebsite”). Supplier represents that Supplier has used commercially reasonable efforts to set such Supply Price at approximately [***]% discount to the forward price at which Supplier xxxxxx its delivery obligations under this Transaction Confirmation with respect to any financial or physical energy supply arrangement intended to cover the Monthly Fixed Price Volume, the settlement index (ERCOT North Load Zone), and this Transaction Confirmation term. The [***]% discount shall be revised to take into account any physical or software limitations originating from Customer and limiting Supplier’s ability to curtail 100% of the load at the Data Center. Exhibit A also sets forth the minimum load that Customer has designated as not subject to economic curtailment (“Non-Curtailable Load”), which represents, among other things, the Motor Control Center (MCC), and other essential server and administrative load. Customer and Supplier can, in the context of the immediately preceding sentence, agree on a lesser than [***]% discount ) with respect to the month most recently reported on the Website on the date of such inflation adjustment by (ii) the same index with respect to the most recent month reported on the Website for September 2011, [*] CONFIDENTIAL TREATMENT REQUESTED multiplied by (iii) [*] and (B) the increase in Indevus’ Manufacturing Costs from September 2011 until the date of any calculation required by this Section 5.4.2(b); and (ii) with respect to [*] the average of (A) the number obtained by (i) dividing the consumer price index (“Verbraucherindex” 2000=100) as available on the German Federal Statistics Office (“Statistisches Bundesamt Deutschlands”) website at xxxx://xxx.xxxxxxxx.xx/indicators/d/pre110ad.htm (the “Website”) with respect to the month most recently reported on the Website on the date of such inflation adjustment by (ii) the same index with respect to the most recent month reported on the Website for [*], multiplied by (iii) [*]and (B) the increase in Indevus’ Manufacturing Costs from [*] until the date of any calculation required by this Section 5.4.2(b). (iii) The same adjustment shall be made annually and shall apply as to each new one-year period during any Renewal Supply Term commencing after the expiration of the Manufacturing Payment Term. An example of this adjustment, for illustrative purposes only, is set forth on Schedule 5.4.2(b). 5.4.3 Indevus will use commercially reasonable efforts, consistent with its agreements with Third Party manufacturers, to achieve production, volume and other efficiencies in the manufacturing of the Bulk Drug Product which, to the extent resulting in a reduction in Indevus’ Manufacturing Costs, shall result in a corresponding reduction in the portion of the Supply Price allocated to account Indevus’ Manufacturing Costs. 5.4.4 With respect to Bulk Drug Product used in the Xxxxxx Territory for Supplier’s incremental cost Samples, such Bulk Drug Product (a) will not be subject to the Manufacturing Payment, and (b) will be provided to Xxxxxx for a supply price equal to Indevus’ Manufacturing Costs; provided, however, that during each year of providing the Initial Supply Term, the Manufacturing Costs Cap shall be applicable to quantities of Bulk Drug Product used as Samples during that year that are less than ten percent (10%) of Xxxxxx’ aggregate annual quantities of Bulk Drug Product purchased for such year hereunder. Any quantities of Bulk Drug Product used as Samples exceeding such amount shall not be subject to the Manufacturing Costs Cap. 5.4.5 With respect to Bulk Drug Product that are, in accordance with Xxxxxx’ forecasts and Purchase Orders as provided herein, requested to be marked with a fixed designation other than the SANCTURA XR designation (“Xxxxxx Marked Capsules”), Xxxxxx shall, in addition to the Supply Price (as adjusted in accordance with Section 5.4.2), be responsible for and shall pay Indevus within [*] CONFIDENTIAL TREATMENT REQUESTED thirty (30) days after being invoiced, (a) the difference between (i) the amount of Indevus’ Manufacturing Costs that are associated with the production of Xxxxxx Marked Capsules, and (ii) the amount of Indevus’ Manufacturing Costs that would have been associated with the production of Bulk Drug Product capsules marked with the SANCTURA XR designation, and (b) any additional costs incurred by Indevus that are not included in Indevus’ Manufacturing Costs but are associated with the production of Xxxxxx Marked Capsules, including manufacturing, testing and storing such Xxxxxx Marked Capsules, as well as any testing or regulatory filings required by any Regulatory Authority. For example, if at any time during the Initial Supply Term, Xxxxxx is purchasing Xxxxxx Marked Capsules under this Agreement, Indevus’ Manufacturing Costs associated with the production of Xxxxxx Marked Capsules are [*]and Indevus’ Manufacturing Costs that would have been associated with the production of the same quantity of Bulk Drug Product capsules marked with the SANCTURA XR designation are [*] then, in addition to the Supply Price for Non-Curtailable Loadsuch Xxxxxx Marked Capsules, Xxxxxx shall pay Indevus an additional [*] of Xxxxxx Marked Capsules. 5.4.6 Sales of Bulk Drug Product between Xxxxxx and its Affiliates or licensees or sublicensees, or among such Affiliates and licensees or sublicensees, shall not be considered sales of Bulk Drug Product for purposes of calculating the Manufacturing Payment, but in such cases the Manufacturing Payment shall be calculated on the number of capsules of Product sold by such Affiliates or licensees or sublicensees to Third Parties who are not a Xxxxxx licensee or sublicensee.

Supply Price. 7.1.- The Initial Term “Supply Price” supply price shall match the last resort rate set by the Ministry of Industry, Tourism and Trade. 7.2.- The service connection and inspection charges, guarantee deposit and any other amount corresponding to services that, in accordance with the legislation in force, is payable to the Distributor shall be at the Client’s expense. IBERDROLA shall pay the Distributor for these regulated items and pass on the “Monthly Fixed Price Volume” cost to the Client in a single bill as part of the supply price. IBERDROLA shall also pass on to the Client any amount claimed by the Distributor for re-xxxxxxxx or as a result of official inspection reports concerning the Client’s point of supply. 7.3.- Changes in last resort tariffs and any other variation or change in other headings, activities or regulated items that may be approved by the public authorities while the Contract is in force shall automatically be transferred to the supply prices insofar as they are applicable thereto, without this being considered a change in the contract conditions under the terms set forth on Exhibit A in Clause 14 below. 8.- BILLING AND PAYMENT 8.1.- Billing: IBERDROLA shall bill the Client monthly according to the meter readings of the usage taken by the Distributor in accordance with the legislation in force. If there is no actual reading available of the metering equipment for a billing period, the Distributor shall calculate the monthly bill in accordance with the procedure for billing with an estimate of electricity usage and its standardisation with actual readings, provided for in the Resolution of 14th of May 2009 by the General Office of Energy Policy and Mining. The bills shall provide details of usage, and indicate whether they are estimated, in which case the payments made for them shall be $[______]/MWh for considered paid against a standardisation on the first [***] years bill that is made with an actual reading, the applied prices, as well as the remaining billing items and taxes and surcharges included in the price, to which shall be included, if applicable, all others that may be approved by the Authorities while the Contract is in force. E- billing: Clients who have expressed the wish to receive e-bills may download them from the Online Customer Office at xxx.xxxxxxxxx.xxx, once they have received an e-mail at the address provided by them notifying them that the bill is available. Clients may log in to the Online Customer Office using the user name and password provided to them by IBERDROLA, subject to the terms of use available from the Office. 8.2.- Payment: The payment period is twenty (20) calendar days from the date the bill is issued. If the last day of the Initial Term, and thereafter shall be the then-current market price as mutually agreed by Customer and Supplier prior to the end of the [***] year. The Extension Term Supply Price, if any, will be the then-current market price as mutually agreed by Customer and Supplier prior to entering into the Extension Term. Supplier and Customer may agree to fix the Supply Price for one payment period is a Saturday or more periods during the Term that individually and in total are shorter than the full Term. Exhibit A sets forth the hourly delivery volume for which the Energy Price will be fixed during each month of the Term to take into account the phase-in of the facility which is expected to progress at a rate of approximately [***]MW per month (the “Monthly Fixed Price Volume”). Supplier represents that Supplier has used commercially reasonable efforts to set such Supply Price at approximately [***]% discount to the forward price at which Supplier xxxxxx its delivery obligations under this Transaction Confirmation with respect to any financial or physical energy supply arrangement intended to cover the Monthly Fixed Price Volumepublic holiday, the settlement index (ERCOT North Load Zone), and this Transaction Confirmation termpayment period shall end the first working day that follows it. The [***]% discount shall be revised to take into account any physical or software limitations originating from Customer and limiting Supplier’s ability to curtail 100% of Within the load at the Data Center. Exhibit A also sets forth the minimum load that Customer has designated as not subject to economic curtailment (“Non-Curtailable Load”), which represents, among other thingspayment period, the Motor Control Center (MCC)Client may pay the billed amounts by means of direct debit from the bank account that the Client has designated, and other essential server and administrative load. Customer and Supplier canor through the accounts that IBERDROLA may indicate, in IBERDROLA’s collection offices or to whomever IBERDROLA appoints. In geographic areas where it is difficult to use the context systems mentioned above, the consumer may pay the billed amount by means of the immediately preceding sentence, agree on a lesser than [***]% discount with respect to the Supply Price to account for Supplier’s incremental cost of providing a fixed Supply Price for Non-Curtailable Loadpostal money transfer or other similar means.

Supply Price. The Initial Term 7.1 Party B shall supply goods to Party A at 65% of the competitive retail price of Party B’s Commodities (except that the supply price of the Commodities mentioned in Article 11.5 shall be subject to the provision of such Article 11.5)(the “Supply Price”). 7.2 Party B will diligently cooperate with Party A in large scale promotional activities at Party A’s Platform and/or other third-party e-commerce platforms. If Party B participates in such promotional activities, the specific promotional plan (including price discounts, other preferential measures and such other direct promotional fees, excluding the marketing expenses relating to the promotional activities) shall be determined by the Parties through negotiations, and each Party shall bear 50% of the corresponding promotional expenses. Party B may provide Party B’s Commodities of the same value as the promotional fees it bears. 7.3 Except otherwise agreed between the Parties in writing, the Supply Price hereunder shall be “door-to-door” price, which means that such Supply Price shall have included the transportation costs to deliver Party B’s Commodities to Party A’s designated point of delivery. 7.4 The Supply Prices of the existing Party B’s Commodities (which have been for sale as of the “Monthly Fixed Price Volume” set forth on Exhibit date of execution hereof) shall be determined by Party B, and a list of Supply Prices of Party B’s Commodities shall be provided to Party A. The Supply Prices of the Commodities newly developed by Party B during the effective term of this Contract shall be determined by the Parties through consultation. 7.5 Throughout the 2014 contract year, the Supply Prices of Party B’s Commodities offered to Party A shall not be higher than the supply prices offered to the other clients of Party B (after rebates, allowances and such other commercial conditions are calculated and taken into account). In the event that the supply prices offered by Party B to a third party is lower than those offered to Party A, Party A shall be $[______]/MWh for entitled to also enjoy this supply price and require Party B to refund the first [***] years of the Initial Term, and thereafter shall be the then-current market price as mutually agreed by Customer and Supplier prior to the end of the [***] year. The Extension Term Supply Price, if any, will be the then-current market price as mutually agreed by Customer and Supplier prior to entering into the Extension Term. Supplier and Customer may agree to fix the Supply Price for one or more periods during the Term that individually and in total are shorter than the full Term. Exhibit A sets forth the hourly delivery volume for which the Energy Price will be fixed during each month of the Term to take into account the phase-in of the facility which is expected to progress at a rate of approximately [***]MW per month (the “Monthly Fixed Price Volume”). Supplier represents that Supplier has used commercially reasonable efforts to set such Supply Price at approximately [***]% discount to the forward price at which Supplier xxxxxx its delivery obligations under this Transaction Confirmation with respect to any financial or physical energy supply arrangement intended to cover the Monthly Fixed Price Volume, the settlement index (ERCOT North Load Zone), and this Transaction Confirmation term. The [***]% discount shall be revised to take into account any physical or software limitations originating from Customer and limiting Supplier’s ability to curtail 100% of the load at the Data Center. Exhibit A also sets forth the minimum load that Customer has designated as not subject to economic curtailment (“Non-Curtailable Load”), which represents, among other things, the Motor Control Center (MCC), and other essential server and administrative load. Customer and Supplier can, in the context of the immediately preceding sentence, agree on a lesser than [***]% discount with respect to the Supply Price to account for Supplier’s incremental cost of providing a fixed Supply Price for Non-Curtailable Loaddiscrepancy.