Supply and Purchase Agreement

Exhibit 4.2

Supply and Purchase Agreement

This Agreement is made on December [***] by and between

Stevanato Group SPA, an Italian corporation with its registered office at xxx Xxxxxxxxx 00, 00000 Xxxxxxxx Xxxx (XX) Xxxxx, represented by Xx. Xxxxxx Xxxx, CEO (hereinafter called “SG”)

And

Nippon Electric Glass Co., Ltd.: a Japanese corporation with its registered office at 0-0, Xxxxxx 0-xxxxx, Xxxx, Xxxxx, Xxxxx, represented by Xxxxx Xxxxxxxxx, Senior Vice President (hereinafter called “NEG”)

WHEREAS, SG desires to buy from NEG certain products hereinafter specified, and

WHEREAS, NEG is willing to sell to SG such products,

NOW THEREFORE, in consideration of undertaking of the parties herein contained, the parties hereto do hereby agree as follows:

Article 1. Definitions

1) The term “Products” means neutral glass tubing described in the Appendix 1 of this Agreement.

2) The term “Individual Contract” means an individual contract to be made between SG and NEG for sale of the Products hereunder.

3) The term “Affiliates” means any entity which indirectly or directly through stock ownership or through other arrangements either controls, or is controlled by or is under common control with, a party hereto.

Article 2. Sales Volumes

1)NEG shall sell to SG and SG shall purchase from NEG the Products under the terms and conditions stipulated in this Agreement. The volume of the Products for SG to purchase from NEG and for NEG to sell to SG in each year is the following:

▪Minimum Volume in Year [***]

▪Minimum volume in Year [***]

▪Minimum volume in Year [***]

For purposes of this Agreement, “Year” means Twelve-month period from [***].

2) In the case aggregate quantity of Products purchased by SG from NEG in each Year exceeds minimum volume above, the price of the Products in excess of such quantity shall be the agreed unit price minus [***].

3)SG and NEG shall give high priority to the purchase/supply of the Products hereunder.

Article 3. Individual Contract and prospective Demands

1)An individual Contract shall consist of an order placed by SG and an acceptance thereof by NEG. By the 20th of each month, SG shall send NEG its confirmed purchasing order (hereinafter “PO”) with the details (such as PO No., quantity and estimated time of arrival) for the Products to be

delivered to SG during the next month. No Individual Contract shall be binding unless and until NEG accepts an order placed by SG. Within ten (10) days after the date of the receipt of an order from SG, NEG shall (i) accept the order and inform SG the date of shipment, (ii) not accept the order or (iii) discuss possible amendments to the order with SG. For the avoidance of doubt, NEG is not legally bound by the estimated time of arrival written on a PO (hereinafter “ETA”) and may arrange for shipments as provided in Article 4.2.

2) By the end of each quarter, SG shall send NEG a six-month non-binding rolling demands forecast stating the purchase quantities by month by each item of the Products covering next two quarters. For purposes of this Agreement, “quarter” means three-month period starting on [***] in each year during the term of this Agreement.

3) NEG shall, upon SG’s written request, inform SG of the type and quantity of the Safety Stock (as defined below) [***].

4) The Products hereunder may be purchased by SG or any of its Affiliates (there including Nuova OMPI s.r.l., Medical Glass a.s., OMPI North America S. de X.X. de CV., OMPI Pharmaceutical Packing Technology (China) Co., Ltd., Ompi of America Inc. (U.S.A.) and Ompi do Brasil Industria Comercio De Embalagens Farmaceuticas LTDA), from NEG or its Affiliates, Nippon Electric Glass (Malaysia) Sdn. Bhd. Each SG and NEG shall impose obligations to perform the terms and conditions hereunder on Affiliates above-mentioned and shall be fully responsible for performance of this Agreement by such Affiliates.

5) SG shall be jointly and severally liable with its Affiliates above-mentioned for the performance of all obligations hereunder by the Affiliates, including, without limitation the payment for the Products stipulated in Article 8 hereunder. If the Affiliates of SG shall in any respect be determined by NEG, to have failed to perform the obligation hereunder, SG shall, on simple demand from NEG by written notice, promptly perform the obligations necessary to achieve performance of the obligations of the Affiliates hereunder.

Article 4. Deliveries

1)Except for what eventually specified in the individual Contract, NEG shall deliver the Products to SG on the basis of CIF Italian Port or CIF Slovenian port (Nuova OMPI Piombino Dese, Medical Glass and Nuova OMPI Latina) or CIF Mexican Port (OMPI North America) or CIF Chinese Port (OMPI Pharmaceutical Packing Technology (China) Co., Ltd.) or CIF USA Port (Ompi of America) or CIF Brazilian Port (Ompi do Brasil) and NEG shall take on board the Products within [***] from the date of the acceptance of the order for such Products. The term “CIF” has the meaning given to it under the incoterms 2020 publication.

2)NEG makes reasonable shipment arrangement taking account of the ETA. For the avoidance of doubt, NEG shall not be liable for any delay of the arrival of the Products from ETA as long as NEG makes such reasonable shipment arrangement and places the Products on board the vessel according to such shipment arrangement. In case NEG is not able to place on time the products on board of the selected vessel, NEG shall use its commercially reasonable efforts to ensure that the Products are received by SG as per the communicated order confirmations including, if necessary, air shipment, which burden of expense shall be decided through the parties’ mutual discussion.

3)NEG shall send the latest delivery list for covering all of orders basically once a week and SG shall check the contents of it as soon as SG receives it. In case the contents of the list are different from the Individual Contract (including amendments thereto, if any), SG shall give notice to that effect to NEG within seven (7) business days after SG receives it.

Article 5. Storage of the products

In case that SG and NEG separately make an agreement, NEG storages the Products sold by NEG to SG in [***] at NEG’s costs and expenses (including storage and handling cost) for up to [***] (hereinafter such storage Products is called “Safety Stock”). In such case, SG shall collect the Safety Stock [***].

Article 6. Change of ownership and risks of the products

1)The ownership of the Products shall be deemed to be transferred from NEG to SG at the moment of deliveries as provided in the Article 4.

2)The risks of the products shall be deemed to be transferred from NEG to SG at the moment of deliveries as provided in the Article 4.

Article 7. Prices

The prices of the Products to be delivered during the term of this Agreement shall be as described in the Appendix 1 of this Agreement. The prices of items which are not indicated in Appendix 1 shall be quoted and fixed by both parties.

Article 8. Payment conditions

SG shall make the payments for the Products shipped by NEG to SG hereunder by telegraphic transfer to a bank account designated by NEG by the following manner: [***]

Article 9. Guarantee

1)NEG guarantees only that quality of the Products shall be in conformity with the Quality Agreement undersigned by both parties.

2)In case of breach of the guarantee stipulated in 1) above, SG may only require NEG, upon prior agreement between both parties, either (i) to replace the Products not in conformity with Quality Agreement or (ii) to reimburse the amount equivalent to the price of the Products not in conformity with Quality Agreement paid or incurred by SG.

3)NEG shall confirm the Products not in conformity with Quality Agreement within one month from the date when NEG receives the claim from SG.

4)NEG shall replace the Products within one month from the date when NEG confirms the Products not in conformity with the Quality Agreement or reimburse the amount of equivalent to the price of the Products by paying such amount to SG or deducting such amount from the latest request for payment after NEG confirms the Products not in conformity with the Quality Agreement.

5)In the event that SG incurs any damages due to the negligence of NEG resulting in the delay in the deliveries of the Products, the parties hereto shall discuss and decide on compensation for such damages in good faith.

Article 10. Claims

1)SG shall send NEG written notice of any claim concerning quality, colour and weight within [***] from B/L date.

2)Unless otherwise specifically provided herein, there is no NEG’s liability for any indirect or consequential damages caused to any person or things or any production losses, non-profit etc.

incurred by SG arising out of a breach of this Agreement by NEG.

3)The article 10.2 shall not apply to the case where damages incurred by SG arise from NEG’s gross negligence or willful misconduct.

4)In case SG claims damages incurred by SG arising out of a breach of this Agreement by NEG, SG shall prove NEG’s liability by clear and convincing evidence. SG and NEG shall discuss and determine the amount of SG’s damage to be indemnified by NEG taking into consideration the cause of the damage and the circumstances under which the damage occurred.

Article 11. Confidentiality

During the term of this Agreement and thereafter, either party shall not disclose to any third parties, any confidential information or knowledge obtained from or made available by the other party in connection with the performance of or under this Agreement or the Individual Contract (hereinafter “Confidential Information”) and the existence and terms and conditions of this Agreement and the Individual Contract, however; Confidential Information shall not include information or knowledge which is (i) already in or enters into public domain at the time of disclosure under this Agreement or subsequent thereto without fault of the party receiving such information or knowledge (the “Receiving Party”), (ii) was in the Receiving Party’s possession lawfully at the time of disclosure by the party disclosing such information of knowledge or (iii) is disclosed to the Receiving Party by a third party having the legal right to disclose without any obligations of confidentiality.

In the event the Confidential Information is required to be disclosed by any laws, regulations or any other mandatory requirements in any jurisdiction, including any applicable rules and regulations of any national securities exchange, the Receiving Party shall provide the disclosing Party with prompt written notice of such requirements so that the disclosing Party may seek to obtain appropriate protective remedies against such disclosure.

Article 12. Term and Termination

This Agreement shall come into force and effect on [***] and be valid for [***] from such effective date. This Agreement shall be renewed if the both parties agree to the terms of the renewal of this Agreement (including the prices and quantities of the Products to be sold by NEG and purchased by SG) and the parties shall discuss and negotiate the terms of the renewal of this Agreement late in [***].

Article 13. Transfer of Agreement

Neither party shall assign, transfer or otherwise dispose of this Agreement or any of its rights, interest or obligations hereunder without the prior written consent of the other party.

Article 14. Force Majeure

1)If the performance by SG or by NEG of this Agreement or any Individual Contract or any obligation thereunder is prevented, restricted or interfered with by reason of:

(a)Fire, explosion, breakdown or plant failure of machinery, strike, lock out, labour dispute, casualty or accident, epidemic, cyclone, flood, drought, lack or failure in whole or in part of sources of supply of labour, raw materials, power or transportation facilities; or

(b)War, revolution, civil commotion, acts of public enemies, terrorism, blockade or embargo; or

(c)Any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental, or any subdivision, authority or representative of any such government; or

(d)Any other events, whether similar or dissimilar to those above enumerated, beyond the reasonable control.

2)The party so affected shall be excused from such performance to the extent of such prevention, restriction or interference by giving prompt notice to the other party. Notwithstanding the foregoing, SG shall not be excused from performance of its obligations to make payment under this Agreement for the Products already supplied.

Article 15. Hardship

If between the effective date of this Agreement and the date on which the performance of obligations of either party under this Agreement is to be made, there should be a material change in market condition or other circumstances, including, but not limited to soaring prices such as raw material costs and freight rates, or a substantial change in exchange rate, which would impose hardship on either party in performing its obligations under this Agreement, then the parties hereto shall, at the request of either party, discuss and review in good faith, the terms and conditions of this Agreement so that they may be revised to resolve and overcome such hardship for mutual benefit of the parties hereto and the maintenance of their good relationship.

Article 16. Default

1)Without prejudice to any other remedy, either party may terminate this Agreement and/or a whole or part of any Individual Contract immediately in the event of occurrence of one of the following:

(a)Default by the other party not cured within (30) days from the receipt of written notice specifying the default;

(b)Bankruptcy, dissolution, suspension of business of the other party or order for forcible execution, preservation or disposition for arrearage against the other party or application against or by the other party for its bankruptcy, composition, liquidation or reorganisation (including, without limitation, corporate split or business transfer) and rehabilitation;

(c)Change of Control of the other party (In this Agreement, Change of Control means a transaction or series of related transactions that results in: (a) a sale of all or substantially all of the assets of the other party to a third party; (b) the transfer of fifty percent (50%) or more of the outstanding voting power of the other party to a third party; or (c) the acquisition by a third party of the right or power to appoint or cause to be appointed a majority of the directors);

(d)Taking any corporate action by the other party to authorise any of the foregoing.

2)Upon the occurrence of any event mentioned in Article 16-1 (a), (b), (c) or (d) on the side of SG or any SG’s Affiliates, all the payments to be made under this Agreement shall become due.

Article 17. Governing law

This Agreement shall be governed by and construed and interpreted under the laws of Japan.

Article 18. Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Commercial Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three arbitrators, two of them shall be nominated by the respective parties. The language of the arbitration shall be English.

The award of the arbitration shall be final and binding upon the parties hereto.

Article 19. Changes in this Agreement and Invalid Clause

This Agreement can be modified only in writing by the persons authorized by the parties hereto. The nullity of one or more clauses of this Agreement does not influence the validity of this Agreement on the whole.

In witness whereof, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers or representatives as of the day first above written.

Stevanato Group SPA　 Nippon Electric Glass Co., Ltd.

Title: Chief Executive Officer Title: Senior Vice President

Signature: Signature:

Xx. Xxxxxx Xxxx Xx. Xxxxx Xxxxxxxxx

Price Table

Term Price Calculation Method Index Rate Reference Period

[***] Review

The parties hereto shall agree on the price for each product to be the price according to the Price Calculation Method.

The parties hereto shall review [***] to ensure that the effect of the price increase/reduction is properly reflected.

If, as a result of the review, the effect of the price increase does not reflect the original intent of the parties hereto to enter into this Agreement, it shall be adjusted over the remaining term of this Agreement.

Freight Surcharge

[***]