Common use of Supply Term Clause in Contracts

Supply Term. (a) GSK (or its Affiliate) shall use its Commercially Reasonable Efforts to supply PAR and its Affiliates with their entire commercial requirements of GSK Supplied Product for sale to PAR’s (and its Affiliates’) distributors and other customers solely in the Territory pursuant to the provisions of this Agreement, including those provisions regarding the timing of such supply. GSK’s (or its Affiliate’s) supply obligation for GSK Supplied Product shall be for the duration of the Supply Term subject to Section 4.1(b). (b) The Supply Term for the Product may be extended for additional one (1) year periods beyond its then-applicable expiry date. In the event either Party wishes to extend the Supply Term for an additional one (1) year period beyond its applicable expiry date, such Party shall submit such request in writing to the other Party at least nine (9) months before the Supply Term’s then applicable expiry date. Within thirty (30) days after the receipt of such request, the recipient Party shall respond to the extension-requesting Party in writing as to whether or not the recipient Party accepts such request for a one (1) year extension of the Supply Term; provided, neither Party shall be bound to such extension until a Supply Price has been agreed-upon pursuant to Section 3.4(a). For the avoidance of doubt, GSK shall not be obligated to extend the Supply Term if, in GSK’s reasonable discretion, the Supply Price for the extension period should exceed the prices set forth in Schedule 3.4(a). Notwithstanding anything to the contrary, the Supply Term shall automatically terminate as of the earlier of the date upon which this Agreement terminates or expires for any reason. (c) In the event the Launch Date occurs [***], PAR (and its Affiliates) hereby acknowledge and agree that [***]. In the event [***] pursuant to the provisions of this Agreement. [***] (d) [* * *], such product shall [***] shall be deemed to [* * *] provided, if [***]. For the avoidance of doubt, [* * *].

Supply Term. (a) GSK (or its Affiliate) The terms of this Section 5 shall use its Commercially Reasonable Efforts to supply PAR and its Affiliates with their entire commercial requirements be effective as of GSK Supplied Product for sale to PAR’s (and its Affiliates’) distributors and other customers solely in the Territory Second Amendment Effective Date and, unless this Agreement is earlier terminated pursuant to Section 14, shall remain in effect only until terminated in accordance with this Section 5 (the provisions “Supply Term”). The initial term for the supply of Drug Substance under this Agreement, including those provisions regarding the timing of such supply. GSK’s (or its Affiliate’s) supply obligation for GSK Supplied Product Section 5 shall be for ten (10) years after the duration Second Amendment Effective Date (the “Initial Supply Term”). If Protalix determines not to extend the supply of Drug Substance to Pfizer hereunder beyond such Initial Supply Term, Protalix shall have the right to provide written notice of termination of the Supply Term, at least three (3) years prior to the effective date of termination of the Supply Term subject set forth in such notice (which shall in no event be prior to Section 4.1(bthe end of the Initial Supply Term) (the “Supply Termination Notice”). (b) The ; provided that notwithstanding the timely issuance of a Supply Term for Termination Notice by Protalix in accordance with the Product may be extended for additional one (1) year periods beyond its then-applicable expiry date. In foregoing sentence Pfizer shall have the event either Party wishes right to extend the Supply Term for an up to two additional periods of thirty (30) months each (each, a “Renewal Supply Term”) by providing to Protalix a written extension notice at least one (1) year period beyond its applicable expiry date, such Party shall submit such request in writing prior to the other Party at least nine (9) months before end of the Initial Supply Term or the first Renewal Supply Term’s then , as applicable expiry date. Within thirty (30) days after with the receipt of such request, first Renewal Supply Term commencing at the recipient Party shall respond to the extension-requesting Party in writing as to whether or not the recipient Party accepts such request for a one (1) year extension end of the Initial Supply Term and the second Renewal Supply Term commencing at the end of the first Renewal Supply Term; provided, neither Party shall be bound to such extension until a Supply Price has been agreed-upon pursuant to Section 3.4(a). For the avoidance of doubt, GSK shall (i) in the event Pfizer does not be obligated provide a written extension notice at least one (1) year prior to extend the end of the Initial Supply Term if, in GSK’s reasonable discretion, accordance with the Supply Price for the extension period should exceed the prices set forth in Schedule 3.4(a). Notwithstanding anything to the contraryforegoing sentence, the Supply Term shall automatically terminate as upon the stated effective date of termination in the Supply Termination Notice, (ii) in the event Pfizer provides a written extension notice for the first Renewal Supply Term in accordance with the foregoing sentence, but does not provide a written extension notice for the second Renewal Supply Term at least one (1) year prior to the end of the earlier first Renewal Supply Term in accordance with the foregoing sentence, the Supply Term shall terminate upon the end of the date upon which this Agreement terminates or expires for any reason. first Renewal Supply Term, and (ciii) In in the event Pfizer provides a written extension notice for the Launch Date occurs [***]first and second Renewal Supply Terms in accordance with the foregoing sentence, PAR the Supply Term shall terminate fifteen (and its Affiliates15) hereby acknowledge and agree that [***]years after the Second Amendment Effective Date. In the event [***] Redacted pursuant to the provisions of this Agreement. [***] (d) [* * *], such product shall [***] shall be deemed to [* * *] provided, if [***]. For the avoidance of doubt, [* * *]confidential treatment request.

Supply Term. (a) GSK (or its Affiliate) The terms of this Section 5 shall use its Commercially Reasonable Efforts to supply PAR and its Affiliates with their entire commercial requirements be effective as of GSK Supplied Product for sale to PAR’s (and its Affiliates’) distributors and other customers solely in the Territory Second Amendment Effective Date and, unless this Agreement is earlier terminated pursuant to Section 14, shall remain in effect only until terminated in accordance with this Section 5 (the provisions “Supply Term”). The initial term for the supply of Drug Substance under this Agreement, including those provisions regarding the timing of such supply. GSK’s (or its Affiliate’s) supply obligation for GSK Supplied Product Section 5 shall be for ten (10) years after the duration Second Amendment Effective Date (the “Initial Supply Term”). If Protalix determines not to extend the supply of Drug Substance to Pfizer hereunder beyond such Initial Supply Term, Protalix shall have the right to provide written notice of termination of the Supply Term, at least three (3) years prior to the effective date of termination of the Supply Term subject set forth in such notice (which shall in no event be prior to Section 4.1(bthe end of the Initial Supply Term) (the “Supply Termination Notice”). (b) The ; provided that notwithstanding the timely issuance of a Supply Term for Termination Notice by Protalix in accordance with the Product may be extended for additional one (1) year periods beyond its then-applicable expiry date. In foregoing sentence Pfizer shall have the event either Party wishes right to extend the Supply Term for an up to two additional periods of thirty (30) months each (each, a “Renewal Supply Term”) by providing to Protalix a written extension notice at least one (1) year period beyond its applicable expiry date, such Party shall submit such request in writing prior to the other Party at least nine (9) months before end of the Initial Supply Term or the first Renewal Supply Term’s then , as applicable expiry date. Within thirty (30) days after with the receipt of such request, first Renewal Supply Term commencing at the recipient Party shall respond to the extension-requesting Party in writing as to whether or not the recipient Party accepts such request for a one (1) year extension end of the Initial Supply Term and the second Renewal Supply Term commencing at the end of the first Renewal Supply Term; provided, neither Party shall be bound to such extension until a Supply Price has been agreed-upon pursuant to Section 3.4(a). For the avoidance of doubt, GSK shall (i) in the event Pfizer does not be obligated provide a written extension notice at least one (1) year prior to extend the end of the Initial Supply Term if, in GSK’s reasonable discretion, accordance with the Supply Price for the extension period should exceed the prices set forth in Schedule 3.4(a). Notwithstanding anything to the contraryforegoing sentence, the Supply Term shall automatically terminate as upon the stated effective date of termination in the Supply Termination Notice, (ii) in the event Pfizer provides a written extension notice for the first Renewal Supply Term in accordance with the foregoing sentence, but does not provide a written extension notice for the second Renewal Supply Term at least one (1) year prior to the end of the earlier first Renewal Supply Term in accordance with the foregoing sentence, the Supply Term shall terminate upon the end of the date upon which this Agreement terminates or expires for any reason. first Renewal Supply Term, and (ciii) In in the event Pfizer provides a written extension notice for the Launch Date occurs [***]first and second Renewal Supply Terms in accordance with the foregoing sentence, PAR the Supply Term shall terminate fifteen (and its Affiliates15) hereby acknowledge and agree that [***]. In years after the event [***] pursuant to the provisions of this Agreement. [***] (d) [* * *], such product shall [***] shall be deemed to [* * *] provided, if [***]. For the avoidance of doubt, [* * *]Second Amendment Effective Date.

Supply Term. (a) GSK COLLAGENEX shall supply URL/MUTUAL with [**] Bottles of the Initial Quantity of CollaGenex Supplied Product (the "Initial Shipment") on or its Affiliatebefore the later of (i) April 8, 2004 and (ii) [**] Business Days after the Effective Date (the "Initial Shipment Date"). COLLAGENEX shall use its Commercially Reasonable Efforts supply URL/MUTUAL with [**] Bottles of the Initial Quantity of CollaGenex Supplied Product (the "Second Shipment") on or before the later of (i) [**] and (ii) [**] Business Days after the Effective Date (the "Second Shipment Date"). COLLAGENEX understands that URL/Mutual expects to begin to supply PAR and its Affiliates with their entire commercial requirements of GSK COLLAGENEX Supplied Product for sale to PAR’s (and its Affiliates’) URL/MUTUAL's distributors and other customers solely in the Territory pursuant to the provisions of this AgreementAgreement on or about April 8, including those 2004; provided, however, that if the Effective Date does not occur before April 8, 2004, then COLLAGENEX shall not be required to ship the Initial Quantity until [**] days after the Effective Date. The provisions regarding of Section 4.2(d)(ii) shall apply to any delays in the timing shipments of such supplythe Initial Shipment or the Second Shipment. GSK’s (or URL/MUTUAL shall use its Affiliate’s) supply obligation for GSK commercially reasonable efforts to sell COLLAGENEX Supplied Product to its distributors and other customers in the Territory, which sales shall be for solely pursuant to the duration of terms hereof during the Supply Term subject to Section 4.1(b)Term. (b) The Upon the written request of URL/MUTUAL in the event of a Competitive Generic Entry, the Supply Term for the Product may be extended up to [**] days beyond the otherwise applicable Supply Termination Date in order for additional one (1) year periods beyond its then-applicable expiry date. In URL/MUTUAL to engage in the event either Party wishes necessary ordering and production activities to extend support the Supply Term for an additional one (1) year period beyond its applicable expiry datelaunch of the URL/MUTUAL Product provided that neither URL nor Mutual is, such Party shall submit such request in writing to at the other Party at least nine (9) months before the Supply Term’s then applicable expiry date. Within thirty (30) days after the receipt time of such request, in material breach of any of its obligations under the recipient Party shall respond to the extension-requesting Party in writing as to whether or not the recipient Party accepts such request for a one (1) year extension terms of the Agreement and provided that the Supply Term; providedTerm shall, neither Party shall under no circumstances, be bound deemed to such extension until extend past the expiration of the Patents or the earlier final determination by a Supply Price court of competent jurisdiction, from which no appeal has been agreed-upon pursuant taken or all appeals have been exhausted, adjudicating the Patents to Section 3.4(a). For the avoidance of doubt, GSK be invalid or unenforceable. (c) The Parties agree that URL/MUTUAL shall not be obligated to extend accept any COLLAGENEX Supplied Product for which the Supply Term if, in GSK’s reasonable discretion, the Supply Price for the extension period should exceed the prices set forth in Schedule 3.4(a). Notwithstanding anything to the contrary, the Supply Term shall automatically terminate as of the earlier of the expiration date upon which this Agreement terminates or expires for any reason. (c) In the event the Launch Date occurs is less than [***], PAR (and its Affiliates) hereby acknowledge and agree that [***]. In ] months after the event [***] pursuant to the provisions of this Agreement. [***] (d) [* * *], such product shall [***] shall be deemed to [* * *] provided, if [***]. For the avoidance of doubt, [* * *]date shipped by COLLAGENEX.