Common use of SUPPLY AND DELIVERY Clause in Contracts

SUPPLY AND DELIVERY. Section 3.1 During the Agreement Term, Supplier shall supply to Aimmune Product conforming to the Specifications, and produced in accordance with Applicable Law and with the terms and conditions of this Agreement, at the prices set forth in Article IV herein. Aimmune’s Affiliates may purchase Product directly from Supplier in accordance with the terms and conditions of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Section 3.2 Supplier shall maintain sufficient inventories of Product conforming to the Specifications to meet Aimmune’s forecasted requirements therefor. Section 3.3 Subject to Aimmune’s satisfying the conditions set forth in Section 2.3 and Section 2.4 above, Supplier hereby agrees that it shall cease any and all sales of Product to third parties in the Territory who Supplier knows or has reason to know will use the Product within the Field, and shall not sell Product to any such third party in the Territory during the Agreement Term. In the event that Supplier becomes aware, whether by good faith, substantiated notification from Aimmune or otherwise, that a third party to which Supplier has been supplying Product intends to use such Product within the Field, Supplier shall immediately cease all sales of Product to such third party and shall not resume such sales for the remainder of the Agreement Term or until Supplier has a good faith, substantiated reason to believe that the customer no longer intends to use Product in the Field, whichever is sooner. Section 3.4 Supplier shall ship the Product FOB (lncoterms 2010) [***]. Title in the Product shall pass to Aimmune when the Product is loaded on the first transportation carrier. Section 3.5 In the event that Supplier either (a) delivers Product that fails to conform to the Specifications, or (b) fails to ship Product to Aimmune within thirty (30) days of the applicable delivery date specified on a Purchase Order accepted by Supplier, Aimmune shall have the right, in its sole discretion, to require either (x) a refund of the purchase price paid for the nonconforming or undelivered Product, as applicable, or (y) the prompt replacement or delivery of such non-conforming or undelivered Product. Section 3.6 Supplier will provide Aimmune with notice of any material change to the methods or materials that Supplier uses to produce the Product. Such notice will describe the material change in reasonable detail. Where reasonably practicable, Supplier will provide Aimmune with such notice at least sixty (60) days prior to the material change of method or material. Section 3.7 Within sixty (60) days after the Effective Date and on each anniversary of the Effective Date, Supplier agrees to advise in writing all wholesalers and distributors to whom it sells Product that Supplier’s Product cannot be sold or distributed to any customer in the Field in the Territory. In the event that Supplier becomes aware, whether by notification from Aimmune or otherwise, that a distributor or wholesaler of Supplier’s Product has distributed or sold Supplier’s Product to a customer that used or intends to use such Product within the Field, Supplier shall immediately notify such distributor or wholesaler and instruct such distributor or wholesaler to cease all distribution or sales of Supplier’s Product to such customer. For the avoidance of doubt, nothing herein shall restrict a wholesaler or distributor to whom Supplier sells Products from selling peanut flour (so long as such peanut flour is not a Product) supplied by someone other than Supplier. Section 3.8 Supplier agrees not to knowingly provide any information or data to any third party (or to any regulatory authority at the request of a third party) that would in any way support the development or commercialization by such third party or any of such third party’s licensees, partners or agents of a product in the Field. For example, Supplier will not knowingly [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. provide information or data to a third party that would allow such third party to begin clinical trials of or seek regulatory approval to market or sell a product in the Field. Section 3.9 In the event that the Supplier receives on or before the [***] anniversary of the Effective Date, and is inclined to pursue, a bona fide proposal or offer by a third party (a “Third-Party Offer”) to purchase an existing peanut flour product that is not a Product, or to develop and/or purchase a new peanut flour product, in each case where Supplier knows or has reason to know that such new or existing product will be used within the Field, the Supplier, within ten (10) days following receipt of such Third-Party Offer, shall provide Aimmune with written notice of such Third-Party Offer, including the material terms and conditions thereof, subject to any confidentiality obligations that Supplier may have to the third party (the “Third‑Party Offer Notice”), and Aimmune shall have ten (10) days following receipt of such Third-Party Offer Notice (the “Aimmune Offer Period”) to submit to the Supplier a written offer to purchase or develop such existing or new peanut flour product on terms and conditions at least as favorable to the Supplier as those proposed by the Third Party Offer (an “Aimmune Qualifying Offer”). During the Aimmune Offer Period, Supplier cannot negotiate, discuss or enter into any agreement in respect of, the Third-Party Offer. In the event that Aimmune fails to submit an Aimmune Qualifying Offer within the Aimmune Offer Period, the Supplier may consummate the transaction contemplated by the Third-Party Offer; provided, however, that the transaction contemplated by such Third-Party Offer is consummated within the Closing Period (as defined below). In the event that the transaction contemplated by such Third-Party Offer is not consummated within the Closing Period (as defined below), the right of first refusal provided by this Section 3.9 shall revive, and Aimmune again shall have the right to submit an Aimmune Qualifying Offer pursuant to this Section 3.9. The “Closing Period” shall mean the period commencing on the date on which Aimmune fails to submit an Aimmune Qualifying Offer pursuant to this Section 3.9 and ending one hundred and twenty (120) days thereafter. For the avoidance of doubt, the terms and conditions of this Section apply to each Third-Party Offer received by the Supplier. In the event that Aimmune submits an Aimmune Qualifying Offer pursuant to this Section 3.9, Aimmune shall proceed to consummate the transaction contemplated by the Aimmune Qualifying Offer promptly and within a period of time commensurate with that contemplated by the Third-Party Offer.

SUPPLY AND DELIVERY. Section 3.1 8.1 During the Agreement Termterm of this Contract, the Supplier shall supply to Aimmune Product conforming the Goods to the SpecificationsAuthority, and produced in accordance with Applicable Law the Authority shall purchase the Goods, subject to and with the terms and conditions of this Agreement, at the prices set forth in Article IV herein. Aimmune’s Affiliates may purchase Product directly from Supplier in accordance with the terms and conditions of this Agreement. [***] Certain information Contract. 8.2 The timing of delivery and delivery location of the Goods shall be determined in accordance with Clause 5 of Schedule 2. 8.3 Save as expressly provided in the remainder of this document has been omitted and filed separately Clause 8.3 of this Schedule 1 below, supply of the Goods to the Authority will be made from Supplier sites within the EEA (which shall, throughout this Contract, include the UK irrespective of the UK’s withdrawal from the European Union), save with the Securities express prior written approval of the Authority and Exchange Commission. Confidential treatment has been requested with respect on the understanding that, if approved by the Authority, Supplier will be responsible for importation of the Goods into the EEA prior to the omitted portions. Section 3.2 Supplier shall maintain sufficient inventories supply of Product conforming such Goods to the Specifications Authority to meet Aimmune’s forecasted requirements therefor. Section 3.3 Subject to Aimmune’s satisfying ensure compliance of the conditions set forth in Section 2.3 and Section 2.4 above, Supplier hereby agrees that it shall cease any and all sales of Product to third parties in the Territory who Supplier knows or has reason to know will use the Product within the Field, and shall not sell Product to any such third party in the Territory during the Agreement TermAuthority with its Wholesale Dealers Licence. In the event the Parties agree that, in order to overcome supply delays, they should seek approval from the MHRA for the supply to the Authority of Other Product from one of Supplier’s Affiliates or contract manufacturers, the Parties shall co- operate in seeking and obtaining such approval and enabling such supply. 8.4 If Authorisation is received but there is insufficient supply to deliver the full volume of the Goods on the estimated delivery schedule, including to the extent any shortage 8.5 The Authority acknowledges that, as at the execution of this Contract, the Goods are novel and being produced under pandemic conditions, and despite the Commercially Reasonable Efforts of the Supplier, the Supplier’s efforts to develop and manufacture a vaccine are aspirational in nature and subject to significant risks and uncertainties due to technical, clinical, regulatory and/or manufacturing challenges and/or failures. The Authority acknowledges that, in such circumstances, the following remedies: 8.5.1 8.5.2 8.5.3 8.5.4 8.5.5 8.5.6 In the event the Supplier is unable to deliver to the Authority the full amount of the doses of the Goods ordered 8.6 Supplier shall have no obligation to deliver the doses of the Goods not delivered at that time, the Authority shall have no obligation to purchase the doses of the Goods not delivered at that time, (as the case may be) applicable to any Goods which cannot be delivered to the Authority. 8.7 If Supplier becomes aware, whether by good faith, substantiated notification from Aimmune fails to commence delivery of the Goods on or otherwise, that a third party to which Supplier has been supplying Product intends to use such Product within the Fieldbefore 30 September 2022, Supplier shall immediately cease all sales of Product have no obligation to deliver the Goods, the Authority shall have no obligation to purchase the Goods and either Party may terminate this Contract without liability on providing a Termination Notice to the other Party, and following such third party and termination the Supplier shall not resume such sales for refund the remainder whole of the Agreement Term or until Supplier has a good faith, substantiated reason to believe that the customer no longer intends to use Product in the Field, whichever is sooner. Section 3.4 Supplier shall ship the Product FOB (lncoterms 2010) [***]. Title in the Product shall pass to Aimmune when the Product is loaded on the first transportation carrier. Section 3.5 In the event that Supplier either (a) delivers Product that fails to conform Advance Payment to the Specifications, or (b) fails to ship Product to Aimmune within thirty (30) days of the applicable delivery date specified on a Purchase Order accepted by Supplier, Aimmune shall have the right, in its sole discretion, to require either (x) a refund of the purchase price paid for the nonconforming or undelivered Product, as applicable, or (y) the prompt replacement or delivery of such non-conforming or undelivered ProductAuthority. Section 3.6 Supplier will provide Aimmune with notice of any material change to the methods or materials that Supplier uses to produce the Product. Such notice will describe the material change in reasonable detail. Where reasonably practicable, Supplier will provide Aimmune with such notice at least sixty (60) days prior to the material change of method or material. Section 3.7 Within sixty (60) days after the Effective Date and on each anniversary of the Effective Date, Supplier agrees to advise in writing all wholesalers and distributors to whom it sells Product that Supplier’s Product cannot be sold or distributed to any customer in the Field in the Territory. In the event that Supplier becomes aware, whether by notification from Aimmune or otherwise, that a distributor or wholesaler of Supplier’s Product has distributed or sold Supplier’s Product to a customer that used or intends to use such Product within the Field, Supplier shall immediately notify such distributor or wholesaler and instruct such distributor or wholesaler to cease all distribution or sales of Supplier’s Product to such customer. For the avoidance of doubt, nothing herein shall restrict a wholesaler or distributor to whom Supplier sells Products from selling peanut flour (so long as such peanut flour is not a Product) supplied by someone other than Supplier. Section 3.8 Supplier agrees not to knowingly provide any information or data to any third party (or to any regulatory authority at the request of a third party) that would in any way support the development or commercialization by such third party or any of such third party’s licensees, partners or agents of a product in the Field. For example, Supplier will not knowingly [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. provide information or data to a third party that would allow such third party to begin clinical trials of or seek regulatory approval to market or sell a product in the Field. Section 3.9 In the event that the Supplier receives on or before the [***] anniversary of the Effective Date, and is inclined to pursue, a bona fide proposal or offer by a third party (a “Third-Party Offer”) to purchase an existing peanut flour product that is not a Product, or to develop and/or purchase a new peanut flour product, in each case where Supplier knows or has reason to know that such new or existing product will be used within the Field, the Supplier, within ten (10) days following receipt of such Third-Party Offer, shall provide Aimmune with written notice of such Third-Party Offer, including the material terms and conditions thereof, subject to any confidentiality obligations that Supplier may have to the third party (the “Third‑Party Offer Notice”), and Aimmune shall have ten (10) days following receipt of such Third-Party Offer Notice (the “Aimmune Offer Period”) to submit to the Supplier a written offer to purchase or develop such existing or new peanut flour product on terms and conditions at least as favorable to the Supplier as those proposed by the Third Party Offer (an “Aimmune Qualifying Offer”). During the Aimmune Offer Period, Supplier cannot negotiate, discuss or enter into any agreement in respect of, the Third-Party Offer. In the event that Aimmune fails to submit an Aimmune Qualifying Offer within the Aimmune Offer Period, the Supplier may consummate the transaction contemplated by the Third-Party Offer; provided, however, that the transaction contemplated by such Third-Party Offer is consummated within the Closing Period (as defined below). In the event that the transaction contemplated by such Third-Party Offer is not consummated within the Closing Period (as defined below), the right of first refusal provided by this Section 3.9 shall revive, and Aimmune again shall have the right to submit an Aimmune Qualifying Offer pursuant to this Section 3.9. The “Closing Period” shall mean the period commencing on the date on which Aimmune fails to submit an Aimmune Qualifying Offer pursuant to this Section 3.9 and ending one hundred and twenty (120) days thereafter. For the avoidance of doubt, the terms and conditions of this Section apply to each Third-Party Offer received by the Supplier. In the event that Aimmune submits an Aimmune Qualifying Offer pursuant to this Section 3.9, Aimmune shall proceed to consummate the transaction contemplated by the Aimmune Qualifying Offer promptly and within a period of time commensurate with that contemplated by the Third-Party Offer.