Product Sourcing Agreement Template

Insurance. each party insures and remains, for the duration (and at the end, to the extent necessary to cover the rights resulting from this agreement), general insurance of commercial civil liability and product liability (only in the case of Amgen), which includes contractual liability that may not be less than USD; Professional liability insurance (only in the case of the dialysis centre) with limits of less than [US$) and work allowance with legal limits. Any restriction on a party`s insurance coverage should not be construed as limiting that party`s liability for its obligations under this agreement or in any other way. Each contracting party has the right to meet its obligations under this section 9.4 through self-sustaining insurance. Amgen Inc. guarantees compliance with Amgen`s obligations in accordance with Section 9.4. Center submits to Amgen a statement in which the aggregate [-] (i.e., the aggregate [-], minus all rebates, discounts, recreations and other applicable price adjustments) to that number of alternative LAEs actually paid by these buyers of dialysis centers during the supply deficit quarter to replace the actual supply deficit (acquired “[O”) to these third parties. Provided that the dialysis centre is subject to all the confidentiality restrictions that the Dalysis Center may have with third parties from whom it has obtained alternative LASs, the parties agree to send these [to] the entity for control. Amgen pays Dialysis Center a cash amount equal to the difference, if any, between a) the [i] and (b) the proceeds of (i) (1) [in fact] for the supply Shortfall Quarter less (2) the discounts by the available EPOGEN SKU, which multiplied the buyers of dialysis centers in such a quarter by (ii) actual supply deficits. Amgen also pays Dialysis Center any incremental differences in Aranesp`s total purchased by Dialysis Center buyers due to the supply shortfall, compared to EPOGEN`s aggregate, unless Amgen has informed Dialysis Center buyers in advance that buyers of Dialysis center can acquire an alternative ESA in the event of a supply shortfall as opposed to Aranesp. Other useful contract management resources (including contract renewal and variation letter templates) are available here.

Withdrawal of buyers from dialysis centres. (A) Dialysis Center may not remove designated affiliates from the list of designated affiliates and management centres from the Management Centre List (i) with the written consent of Amgen, whose consent is not unduly retained, conditioned and/or delayed, or (ii) after thirty (30) days prior to written notification to Amgen, if such a distance is the result of a sale (a) of all or most of an organization`s assets or holdings through a reorganization, merger, sale of assets or sale of interests, (b) the permanent closure of a mechanism (d) designated affiliation or (c) termination of the corresponding administrative agreement for a management centre that has terminated its management relationship with the dialysis centre and/or a partner in the dialysis centre (each of the events described in this clause (ii) , an “Authorized Removal Occurrence”).