CONFIDENTIAL TERM SHEET
This term sheet (the “Term Sheet”) summarizes the terms and conditions of the commercial supply agreement (“CSA”) to be entered into between PolyPeptide Group AG (“Supplier” or “PolyPeptide”), on the one hand, and Amylyx Pharmaceuticals, Inc. (“Customer”), on the other hand (each individually referred to as a “Party” and collectively as “Parties”).
Commercial Supply Agreement Key Terms:
Product |
Avexitide [***], as further described in the CSA |
Scope of CSA |
Commercial manufacturing and supply of Product |
Manufacturing Sites |
[***] |
Commercial Supply Agreement |
The Parties agree to use good faith efforts to negotiate and promptly execute a CSA pursuant to which Supplier will manufacture and supply Product to Customer on commercially reasonable terms acceptable to both Parties based upon the initial and non-exhaustive terms set forth in this Term Sheet. The CSA will contain other terms and conditions customary in transactions of this nature and agreements of this type, including but not limited to regarding confidentiality, defective product, representations and warranties, intellectual property, assignment, limitation of liability and indemnification among other terms. |
CSA Term |
Initial Term: 8 years from the Effective Date of the CSA Automatic renewal for successive 3-year terms (each, a “Renewal Term”), unless either Party provides written notice of non-renewal at least [***] in advance prior to the end of the then-current Initial Term or Renewal Term. |
PPQ Batches |
The CSA shall also cover the manufacture and supply of PPQ batches. Customer shall purchase and pay for all PPQ batches specified in the applicable Product Appendix and any applicable purchase order. Such obligation is non-refundable and non-cancellable and shall apply irrespective of whether such PPQ batches achieve process performance criteria or regulatory approval, except solely where such PPQ batches fail the applicable process performance criteria due to Supplier’s gross negligence or willful misconduct. Quantities of the pre-PPQ and PPQ batch quantities purchased by Customer shall count towards Customer’s Minimum Quantity in calendar year 2028. PPQ Batches released for commercial use shall be treated as Product and subject to the applicable commercial supply agreement. |
Minimum Quantity Commitment |
Customer undertakes to order and purchase a minimum quantity of Product each calendar year for a rolling [***] period of time (“Minimum Quantity”). The Minimum Quantity is: (i) [***] per year for the Initial [***] years of commercial supply of the Term (i.e., expected 2028-[***]) and (ii) [***] per year for year [***] and onwards of commercial supply. Supplier shall invoice Customer any shortfall between the applicable Minimum Quantity and the actual quantities purchased in any calendar year by Customer, and Customer shall pay such invoice in accordance with the applicable payment terms.
The Minimum Quantity shall be suspended only to the extent that both Polypeptide Manufacturing Sites fail to receive FDA approval for manufacture of the Product. For clarity, as long as one Manufacturing Site has received FDA approval the Minimum Quantity undertakings apply. |