1.2 ***“cGMP”***shall mean the current good manufacturing practices as set forth in 21 C.F.R. Part210 and Part 211, as applicable.     1.3 ***“Confidential Information”***shall mean all information disclosed hereunder in writing andidentified as being confidential or, if disclosed orally, visually or through some other media, isidentified as confidential at the time of disclosure and is summarized in writing within **[Redacted:Term]**of such disclosure and identified as being confidential, except any portion thereof which:          (a) is known to the recipient at the time of the disclosure, as evidenced by its writtenrecords or other competent evidence;          (b) is disclosed to the recipient by a third person lawfully in possession of such informationand not under an obligation of nondisclosure;          (c) is or becomes patented, published or otherwise part of the public domain through no faultof the recipient;          (d) is developed by or for the recipient independently of Confidential Information disclosedhereunder as evidenced by the recipient’s written records or other competent evidence; or          (e) is required by law to be disclosed by the recipient, provided that the recipient gives theother party hereto prompt notice of such legal requirement such that such other party shall havethe opportunity to apply for confidential treatment of such Confidential Information.     1.4 ***“Minimum Purchase Requirement”***shall have the meaning provided in Section 5.7.     1.5 ***“NDA”***shall mean a New Drug Application filed pursuant to the requirements of the FDA, asmore fully defined in 21 C.F.R. § 314.3 *et seq.,*as the same may be amended from time to time, aBiologics License Application filed pursuant to the requirements of the FDA, as more fully definedin 21 C.F.R. §601, as the same may be amended from time to time, and any equivalent applicationfiled, together, in each case, with all additions, deletions or supplements thereto.     1.6 ***“NDA Acceptance”***shall mean the receipt of written notice from the FDA that the filing ofan NDA for Tesamorelin has been accepted pursuant to and in accordance with 21 C.F.R. §314.101, asthe same may be amended from time to time.     1.7 ***“Packaging Specifications”***shall mean those packaging and labeling specifications of theProduct for the special tray labeling and artwork, vial labeling and artwork and corrugatepackaging labeling and artwork, which are attached on Exhibit 1.7.Theratechnologies— Hospira Diluent Agreement
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     1.8 ***“Product”***shall mean Hospira’s non-standard version of Hospira’s sterile water forinjection diluent (Hospira List 4887-10), packaged in a 10 mL plastic vial with flip-top cap, with**[Redacted: Term]**expiry dating and meeting the Product Specifications.     1.9 ***“Product Specifications”***shall be substantially in the form of Hospira’s Certificate ofAnalysis, which form will certify the Product’s **[Redacted: Term]**expiry dating and confirming thatthe Product has been manufactured in accordance with all cGMP and all rules and regulationspromulgated by the FDA, a form of such Certificate of Analysis is attached on Exhibit1.9.     1.10 ***“Regulatory Approval”***shall mean the approval of Tesamorelin for sale to the public inthe United States markets by a relevant Regulatory Authority.     1.11 ***“Regulatory Authority”***shall mean any federal, state or local regulatory agency,department, bureau or other governmental entity of the United States, including the FDA, which isresponsible for issuing approvals, licenses, registrations or authorizations necessary for themanufacture, use, storage, transport or sale of Product in the United States.     1.12 ***“Third Party”***shall mean a party other than Hospira or Theratechnologies and theirrespective Affiliates.**Article****2.****Product Development Project**     2.1 ***General.***Promptly following the Effective Date and upon receipt of a written purchaseorder from Theratechnologies, Hospira shall undertake a product development project (the ***“Project”)***consisting of the bulk packaging container design activities set forth in Exhibit 2.1. Theprice for the activities to be undertaken and completed in the Project shall be **[Redacted: Price],**payable no later than **[Redacted: Term]**after the date of Hospira’s invoice therefor. The purchaseorder shall be issued by Theratechnologies within **[Redacted: Term]**from the delivery toTheratechnologies of the Letters of Authorization (as defined below).     2.2 ***Commercially Reasonable Efforts.***Hospira shall use its commercially reasonable effortssuccessfully to complete the Project by no later than **[Redacted: Date],**unless the parties mutuallyagree to extend this date.     2.3 ***Changes in Project Scope.***If changes occur in the Project or Product Specifications, or iftechnical difficulties require that Hospira perform either additional work or repeat work, and suchadditional work or repeat work is not required due to Hospira’s fault or negligence, Hospira shallprovide Theratechnologies with cost estimates for such work. Only if Theratechnologies approvessuch costs in writing, Hospira shall perform such work and Theratechnologies shall pay Hospira’scosts for such work within **[Redacted: Term]**of completion of such work. Reimbursement for suchadditional work or repeat work shall be at the hourly rates set forth in Exhibit 2.3, plus**[Redacted: Description of Costs].**Theratechnologies— Hospira Diluent Agreement
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**Article 3.****Theratechnologies’s Regulatory Submissions**     3.1 ***Access to NDA.***Hospira shall grant Theratechnologies reference rights to Hospira’sNDA for the Product. To affect this, Hospira shall execute certain documentation ***(“Letters ofAuthorization”)***no later than **[Redacted: Term]**after the Effective Date which shall be delivered toTheratechnologies and the appropriate Regulatory Authorities permitting such Regulatory Authoritiesto consult Hospira’s NDA in their review of Theratechnologies’s marketing applications. Hospirashall send copies of such Letters of Authorization to Theratechnologies. Hospira shall informTheratechnologies in advance of any prior approval or changes being effected, amendments ormodifications thereto in order to permit Theratechnologies to amend or supplement any effectedregulatory applications and filings.**Article 4****.****Manufacture And Supply Of Product**     4.1 ***Purchase and Sale of Product.***Pursuant to the terms and conditions of this Agreementand for the duration of this Agreement, Hospira shall manufacture, sell and deliver the Product toTheratechnologies, and Theratechnologies shall purchase and take delivery of its total U.S.requirements of the Product exclusively from Hospira for sales of Tesamorelin in the United States.Hospira shall manufacture Product in accordance with the Product Specifications.     4.2 ***Product Labeling.***Hospira shall label Product in accordance with the PackagingSpecifications.     4.3 ***Packaging Specifications.***The Packaging Specifications shall not be changed withoutTheratechnologies’s express written consent.     4.4 ***Delivery.***Hospira shall deliver the Product to Theratechnologies, **[Redacted: DeliveryTerms]**from **[Redacted: Place]**or such other facility as may be agreed upon in writing by theparties. Shipment shall be via a carrier designated by Theratechnologies. **[Redacted: Transfer ofRisk]**     4.5 ***Price and Payment.***          (a) ***Price.***Hospira shall invoice Theratechnologies for the Product at the prices set forth onExhibit 4.5. Prices are firm through **[Redacted: Date].**Beginning **[Redacted: Date]**and oneach succeeding **[Redacted: Date]**during the term hereof, prices may be increased by Hospira.Hospira will notify Theratechnologies by **[Redacted: Date]**of the then current calendar year of anyprice increase to be effective for the ensuing calendar year. Price increases shall be effectivefor deliveries beginning **[Redacted: Date]**of each calendar year. Such increases shall not exceed**[Redacted: Price Increase Calculation].**          (b) ***Payment.***Hospira shall invoice Theratechnologies upon shipment of Product.Theratechnologies shall make payment net **[Redacted: Term]**from the date of receipt of Hospira’sinvoice.Theratechnologies— Hospira Diluent Agreement
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          (c) ***Taxes.***Any federal, state, county or municipal sales or use tax, excise, customs charges,duties or similar charge, or any other tax assessment (other than that assessed against income),license, fee or other charge lawfully assessed or charged on the manufacture, sale ortransportation of Product sold pursuant to this Agreement, shall be paid by Theratechnologies.     4.6 ***Replacement of Nonconforming Shipment.***Hospira will include a Certificate of Analysis witheach batch of Product confirming that the Product has been manufactured in conformity with allapplicable quality standards and practices. Theratechnologies shall have a period of **[Redacted:Term]**from the date of its receipt of a shipment of Product to inspect and reject such shipment fornonconformance with the Product Specifications. Theratechnologies will refer to applicable sectionsof the United States Pharmacopeia (USP) for testing instructions with reference to Product. Hospirawill confirm appropriate interpretation by Theratechnologies of USP test procedures if requested.If Theratechnologies rejects such shipment, it shall promptly so notify Hospira and provide toHospira samples of such shipment for testing. If Hospira tests such shipment and determines that itdid conform to the Product Specifications, the parties shall submit samples of such shipment to amutually acceptable independent laboratory for testing. If such independent laboratory determinesthat the shipment conformed to the Product Specifications, Theratechnologies shall bear allexpenses of shipping and testing such shipment samples. If Hospira or such independent laboratoryconfirms that such shipment did not meet the Product Specifications, Hospira shall replace, at nocost to Theratechnologies, that portion of the Product shipment which does not conform to theProduct Specifications, and shall bear all expenses of shipping and testing the shipment samples.Any nonconforming portion of any shipment shall be disposed of as directed by Hospira,**[Redacted:Expense].**Any Product that Theratechnologies does not reject pursuant to this Section 4.6shall be deemed accepted, and all claims with respect to Product not conforming with ProductSpecifications shall be deemed waived by Theratechnologies, except as to latent defects which arenot reasonably discoverable, render the Product not conforming to Product Specifications, and aresolely caused by Hospira.4.7 ***Audit Rights***          (a) Hospira hereby grants Theratechnologies (or its Third Party designees), the right toconduct “for cause” audits of Hospira’s manufacturing facility to address significant Product orsafety concerns as discovered through adverse drug events or customer complaints related to Productfailures and attributed to Hospira’s manufacture of the Product. Product failures would includeissues related to stability out of specification, sterilization, labelling, and containerintegrity.          (b) Theratechnologies shall notify Hospira in writing of the intent to audit for cause. Theaudit shall be limited to no more than **[Redacted: Quantity]**auditors for no more than **[Redacted:Term].**Theratechnologies and Hospira will determine mutually acceptable dates for the audit. Anyauditors that are not employees of Theratechnologies shall be required to enter intoconfidentiality agreements with Hospira and Theratechnologies containing terms of non-disclosureand non-use at least as stringent as those set forth in Article 10. Auditors shall abide byHospira’s visitor policies. Hospira shall have the right to protect the confidential information ofits other clients and products and to limit the audit to such areas of the production facility thatare relevant to the Product.Theratechnologies— Hospira Diluent Agreement
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          (c) An exit meeting will be held with representatives from Hospira and Theratechnologies.          (d) The auditors shall issue a written report of findings within **[Redacted: Term]**of theaudit. Theratechnologies shall provide to Hospira a written report of findings as soon as possible,or within **[Redacted: Term]**after conclusion of audit. Hospira shall promptly address the auditfindings, but in no event later than **[Redacted: Term]**of receiving the report.**Article 5. Orders And Forecasts**     5.1 ***Rolling Forecasts.***No later than **[Redacted: Term]**after NDA Acceptance,Theratechnologies shall provide to Hospira an **[Redacted: Term]**forecast of its requirements of theProducts ***(“Rolling Forecast”)***for the **[Redacted: Term]**period immediately thereafter. Each RollingForecast shall be updated on a **[Redacted: Term]**basis. The **[Redacted: Term]**of each RollingForecast shall be considered a binding commitment upon Theratechnologies to purchase quantitiesdescribed therein and a binding commitment upon Hospira to produce and deliver such quantities onthe delivery dates described therein ***(“Firm Order”).***Upon submission of each such forecast toHospira, Theratechnologies shall furnish Hospira with a binding purchase order to purchase suchquantities of Products as are set forth in the forecast for the most recent **[Redacted: Term].**The**[Redacted: Term]**of each Rolling Forecast shall be non-binding upon the parties.     5.2 ***Firm Orders.***Each Firm Order shall specify the quantity of Products to be purchased,shipping dates and any other relevant information; *provided, however,*that no shipping date shallbe less than **[Redacted: Term]**from the date of Hospira’s receipt of such Firm Order. Subject to theprevious sentence, Hospira shall supply Products within the time frame requested byTheratechnologies in its Firm Orders.     5.3 ***Firm Order Acceptance.***Within **[Redacted: Term]**after receipt of a Firm Order issued inaccordance with Section 5.2, Hospira shall confirm to Theratechnologies its acceptance ofthe purchase order, delivery date(s) and quantity of Products ordered by Theratechnologies. Hospiramay not reject a Firm Order if it is issued in accordance with Section 5.2. Hospira shallnot be obligated to, but shall at all times use commercially reasonable efforts to meet thedelivery dates where the Firm Order is not issued in accordance with Section 5.2.     5.4 ***Additional Quantities.***Hospira shall supply Theratechnologies up to **[Redacted: Quantity]**more Product (rounded up to the next full batch size of **[Redacted: Quantity]**units of Product) thanpreviously ordered in the Firm Order period if requested by Theratechnologies. Hospira shall not beobligated to deliver additional quantities over and above the **[Redacted: Quantity]**excess, butshall use all reasonable commercial efforts to produce and deliver to Theratechnologies suchadditional quantities within **[Redacted: Term]**of issuance of the Firm Order.     5.5 ***Firm Order Changes or Cancellations.***If, due to unforeseen circumstances,Theratechnologies requests changes to Firm Orders of Products within the Firm Order period, Hospirashall use reasonable commercial efforts to accommodate the changes, other than asTheratechnologies— Hospira Diluent Agreement
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specified inSection 5.4, within reasonable manufacturing capabilities and efficiencies. If Hospira canaccommodate such change, Hospira shall advise Theratechnologies of the costs, if any, associatedwith making any such change and Theratechnologies shall be deemed to have accepted the obligationto pay Hospira for such costs if Theratechnologies indicates in writing to Hospira that Hospirashould proceed to make the change. If Hospira cannot accommodate such change, Theratechnologiesshall be bound to the original Firm Order. If Theratechnologies cancels a Firm Order, **[Redacted:Payment Obligations].**     5.6 ***Purchase Order Terms.***Each purchase order or any acknowledgment thereof, whether printed,stamped, typed, or written shall be governed by the terms of this Agreement and none of theprovisions of such purchase order or acknowledgment shall be applicable except those specifyingProduct and quantity ordered, delivery dates, special shipping instructions and invoiceinformation.     5.7 ***Minimum Purchase Requirement.*****[Redacted: Term]**of this Agreement, Theratechnologies shallpurchase a minimum of **[Redacted: Quantity]**batches of Product ***(“Minimum Purchase Requirement”)***after Regulatory Approval. If Regulatory Approval is obtained after **[Redacted: Date]**in anycalendar year, then the Minimum Purchase Requirement shall be applied to the **[Redacted: Term].**Forpurposes of this Section 5.7, a batch size shall be **[Redacted: Quantity]**units of Product.In lieu of Theratechnologies taking delivery of each Minimum Purchase Requirement of Product,Theratechnologies shall have the option to pay an amount equal to **[Redacted: Amount]**of thatportion of its Minimum Purchase Requirement it has not or will not meet, at the prices set forth inExhibit 4.4 and waive Hospira’s manufacture and delivery obligations for the unmet MinimumPurchase Requirement. In the latter event, Hospira shall invoice Theratechnologies for the amountpayable, and Theratechnologies shall pay Hospira within **[Redacted: Term]**after receipt of Hospira’sinvoice.**Article6. Product Complaints; Recalls**     6.1 ***Notification of Complaints.***Theratechnologies shall notify Hospira promptly of anyProduct complaints involving Hospira’s manufacture or packaging of the Product in sufficient timeto allow Hospira to evaluate the complaints and assist Theratechnologies in responding to suchcomplaints. Hospira shall investigate Product complaints according to Hospira procedures. Hospirashall inform Theratechnologies forthwith about any notice received by a Regulatory Authority thatwould potentially hinder or prevent Hospira from manufacturing or delivering the Product toTheratechnologies according to this Agreement.     6.2***Product Recalls.***In the event: (a) any Regulatory Authority or other national governmentauthority issues a request, directive or order that the Product be recalled; (b) a court ofcompetent jurisdiction orders such a recall; or (c) Theratechnologies or Hospira reasonablydetermines that the Product should be recalled, the parties shall take all appropriate correctiveactions, and shall cooperate in any governmental investigations surrounding the recall.In theevent that such recall results from **[Redacted: Description of Obligation]**of this Agreement,Hospira shall be responsible for promptly replacing the quantity of Products that were recalled atno cost to Theratechnologies or reimbursing Theratechnologies for the cost of the Products thatwere recalled. In addition, Hospira shall be responsible for all administrative expenses of therecall.Theratechnologies— Hospira Diluent Agreement
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In the event that the recall does not result from **[Redacted: Description of Obligation]**this Agreement, Theratechnologies shall be responsible for the expenses of the recall. For purposesof this Agreement, **[Description of Expenses].****Article****7.****Warranties; Covenants and Indemnification**     7.1 ***Theratechnologies’s Warranties.***          (a) Theratechnologies represents and warrants that it will abide by all applicable laws andregulations in performing its obligations under this Agreement.          (b) Theratechnologies also represents and warrants to Hospira that Theratechnologies’sperformance of its obligations under this Agreement will not result in a material violation orbreach of any agreement, contract, commitment or obligation to which Theratechnologies is a partyor by which it is bound and will not conflict with or constitute a default under its corporatecharter or bylaws.          (c) Theratechnologies further represents and warrants that it will only sell the Product inthe United States and only in conjunction with its Tesamorelin product.     7.2 ***Hospira’s Warranties and Covenants.***          (a) Hospira represents and warrants to Theratechnologies that the Product Hospira delivers toTheratechnologies pursuant to this Agreement shall, at the time of delivery, not be adulterated ormisbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended (the ***“Act”),***or within the meaning of any applicable state or municipal law in which the definitions ofadulteration and misbranding are substantially the same as those contained in the Act, as the Actand such laws are constituted and effective at the time of delivery and will not be an articlewhich may not under the provisions of Sections 404 and 505 of the Act be introduced into interstatecommerce.          (b) Hospira further represents and warrants to Theratechnologies that Product Hospira deliversto Theratechnologies pursuant to this Agreement shall, at the time of delivery, be free fromdefects in material and workmanship and shall be manufactured: (i) in accordance and conformitywith the Product Specifications; and (ii) in compliance with all applicable statutes, laws, rulesor regulations, including those relating to the environment, food or drugs and occupational healthand safety, including, without limitation, those enforced or promulgated by the FDA (including,without limitation, compliance with cGMPs).          (c) Hospira further represents and warrants to Theratechnologies that Hospira’s performance ofits obligations under this Agreement will not result in a material violation or breach of anyagreement, contract, commitment or obligation to which Hospira is a party or by which it isbound and will not conflict with or constitute a default under its Certificate of Incorporation orcorporate bylaws.Theratechnologies— Hospira Diluent Agreement
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          (d) HOSPIRA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCT.ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY HOSPIRA.     7.3 ***Indemnification by Hospira.***Hospira shall indemnify and hold harmlessTheratechnologies, its Affiliates, officers, directors and employees from and against all claims,causes of action, suits, costs and expenses (including reasonable attorney’s fees), losses orliabilities of any kind related to this Agreement and asserted by third parties to the extent sucharise out of or are attributable to: (a) Hospira’s breach of any representation or warranty setforth in **[Redacted: Description of Breach]**; (b) any violation of any proprietary right of anyThird Party relating to Hospira’s manufacturing processes used in the manufacture of Productpursuant to this Agreement; or (c) any negligent or wrongful act or omission on the part ofHospira, its employees, agents or representatives and which relate to Hospira’s performancehereunder.     7.4 ***Indemnification by Theratechnologies.***Theratechnologies shall indemnify and hold harmlessHospira, its Affiliates, officers, directors and employees harmless from and against all claims,causes of action, suits, costs and expenses (including reasonable attorney’s fees), losses orliabilities of any kind related to this Agreement and asserted by third parties to the extent sucharise out of or are attributable to: (a) Theratechnologies’s breach of any representation orwarranty set forth in **[Redacted: Description of Breach]**(b) the use of or lack of safety orefficacy of Tesamorelin (unless caused by the Product); or (c) any negligent or wrongful act oromission on the part of Theratechnologies, its employees, agents or representatives and whichrelate to Theratechnologies’s performance hereunder.     7.5 ***Conditions of Indemnification.***If either party seeks indemnification from the otherhereunder, it shall promptly give notice to the other party of any such claim or suit threatened,made or filed against it which forms the basis for such claim of indemnification and shallcooperate fully with the other party in the investigation and defense of all such claims or suits.The indemnifying party shall have the option to assume the other party’s defense in any such claimor suit with counsel reasonably satisfactory to the other party. No settlement or compromise**[Redacted: Settlement Conditions].**Theratechnologies— Hospira Diluent Agreement
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     7.6 ***No Consequential Damages.***NEITHER PARTY SHALL BE LIABLE TO THEOTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY ORCONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF THIS AGREEMENT EVEN IF THE PARTY HASBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY SHALL NOT APPLY TOANY DAMAGES OR CLAIMS FOR WHICH EITHER PARTY IS OBLIGATED TO INDEMNIFY THE OTHER PARTY PURSUANT TOTHIS ARTICLE 7.**Article8. Intellectual Property Rights**     8.1 ***Hospira’s Proprietary Rights.***Hospira has granted no license, express or implied, toTheratechnologies to use Hospira proprietary technology, know-how or other proprietary rights otherthan for the purposes of this Agreement.     8.2 ***Theratechnologies’s Proprietary Rights.***Theratechnologies has granted no license, expressor implied, to Hospira to use Theratechnologies’s proprietary technology, know-how or otherproprietary rights.**Article 9.****Term And Termination**     9.1 ***Term.***This Agreement shall commence on the Effective Date and, unless earlierterminated as provided below, shall expire **[Redacted: Term]**years after the Effective Date (the***“Initial Term”).***Unless otherwise terminated in accordance with this Article 9, thisAgreement shall be automatically extended for additional and successive terms of **[Redacted: Term]**each (each, a ***“Renewal Term”)***unless either party gives the other party no less than **[Redacted:Term]**written notice of itsintention not to renew prior to the expiry of the Initial Term. During any Renewal Term,either party may give notice of its intention not to renew the current Renewal Term by providingthe other party with no less than **[Redacted: Term]**written notice of its intention not to renewprior to the expiry of the relevant Renewal Term.     9.2 ***Failure to Obtain Regulatory Approval.***Either party may terminate this Agreement by givingto the other party **[Redacted: Term]**prior written notice if Tesamorelin has not received FDAregulatory approval by **[Redacted: Date].**     9.3 ***General Termination Rights.***Either party may terminate this Agreement as follows:          (a) Immediately by providing written notice upon the bankruptcy or the insolvency of the otherparty; or          (b) Upon the expiry of **[Redacted: Term]**prior written notice given by a party upon the breachof any warranty or any other material provision of this Agreement by the other party if the breachis not cured within that **[Redacted: Term]**period.Theratechnologies— Hospira Diluent Agreement
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     9.4 ***Hospira Termination.***If, in any **[Redacted: Term],**Theratechnologies waives Hospira’smanufacturing and delivery obligations pursuant to Section 5.7, Hospira may terminate thisAgreement upon **[Redacted: Term]**prior written notice to Theratechnologies.     9.5 ***Theratechnologies Termination.***          (a) Theratechnologies shall have the right to terminate this Agreement by giving **[Redacted:Term],**prior written notice to Hospira if such notice is given prior to its obtaining RegulatoryApproval together with payment of **[Redacted: Amount],***provided, however,*that such amount shall bepayable only if Theratechnologies has not purchased at least **[Redacted: Quantity]**batch of Productprior to its obtaining Regulatory Approval. In the **[Redacted: Name]**and Hospira enter into acommercial Development and Supply Agreement **[Redacted: Purpose of Agreement].**          (b) Additionally, Theratechnologies shall have the right to terminate this Agreement upon**[Redacted: Term]**prior written notice to Hospira in the event that Theratechnologies is requireddefinitively to remove Tesamorelin from the United States market pursuant to an order issued by theFDA.     9.6 ***Mutual Termination.***Either party shall have the right to terminate this Agreement**[Redacted: Description of Cause]**; *provided, however,*that the party wishing to terminate gives theother party no less than **[Redacted: Term]**prior written notice during the Initial Term and**[Redacted: Term]**prior written notice during any Renewal Term.     9.7 ***Accrued Payment Obligations.***Upon termination pursuant to this Article 9, exceptby reason of breach by Hospira, Theratechnologies shall reimburse Hospira for Hospira’s cost of allsupplies purchased and on hand or on order, if such supplies were ordered by Hospira based on firmpurchase orders or Theratechnologies’s estimates of its requirements of Product, and such suppliescannot be reasonably used by Hospira for other purposes. Hospira shall invoice Theratechnologiesfor all amounts due hereunder. Payment shall be made pursuant to Section 4.5(b).     9.8 ***Survival.***Expiration or early termination of this Agreement shall not relieve either partyof any obligations that it may have incurred prior to expiration or early termination’ inparticular those covenants and agreements contained in Articles 4 (excluding Section4.1), 6, 7 and 11, which will continue in full force and effect for a period of**[Redacted: Term]**unless a different time period is indicated in this Agreement.**Article****10.****Confidential Information**     10.1 ***Nondisclosure.***It is contemplated that in the course of the performance of this Agreementeach party may, from time to time, disclose Confidential Information to the other. Hospira agreesthat, except as expressly provided herein, it shall not disclose Confidential Information receivedfrom Theratechnologies, and shall not use Confidential Information disclosed to it byTheratechnologies, for any purpose other than to fulfill Hospira’s obligations hereunder.Theratechnologies agrees that, except as expressly provided herein, it shall not discloseTheratechnologies— Hospira Diluent Agreement
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Confidential Information received from Hospira, and shall not use Confidential Informationdisclosed to it by Hospira, for any purpose other than to fulfill Theratechnologies’s obligationshereunder.     10.2 ***Exceptions to Duty of Nondisclosure.***Notwithstanding the above, nothing contained in thisAgreement shall preclude Theratechnologies from utilizing Confidential Information as may benecessary to obtaining governmental marketing approvals pursuant to the terms and conditions ofthis Agreement, or for either party to comply with applicable governmental laws and regulations orcourt orders (provided that the party disclosing such information uses reasonable efforts to seekconfidential treatment of such information, except as required to file and prosecute such patentapplications). The obligations of the parties relating to Confidential Information shall survivefor a period of **[Redacted: Term]**after the expiry or earlier termination of this Agreement.     10.3 ***Public Announcements.***Neither party shall make any public announcement concerning thetransactions contemplated herein, or make any public statement which includes the name of the otherparty or any of its Affiliates, or otherwise use the name of the other party or any of itsAffiliates in any public statement or document, except as may be required by law or judicial order,without the written consent of the other party, which consent shall not be unreasonably withheld.Subject to any legal or judicial disclosure obligation, any such public announcement proposed by aparty that names the other party shall first be provided in draft to the other party. Hospiraacknowledges that Theratechnologies is a publicly traded company with continuous disclosureobligations. Accordingly, Theratechnologies may have to disclose in a press release, a materialchange report, its financial statements and its other continuous disclosure documents the executionof this agreement and the material terms thereof. In addition, Hospira acknowledges thatTheratechnologies may have to file this Agreement with the Canadian securities regulatoryauthorities in order to fulfill its continuous disclosure obligations in Canada.     10.4 ***Injunctive Relief.***The parties acknowledge that either party’s breach of this Article10 may cause the other party irreparable injury for which it would not have an adequate remedyat law. In the event of a breach, the non-breaching party may be entitled to injunctive relief inaddition to any other remedies it may have at law or in equity.**Article 11. Miscellaneous**     11.1 ***Force Majeure.***          (a) ***Excusable Delay.***Any delay in the performance of any of the duties or obligations ofeither party hereto (except the payment of money) shall not be considered a breach of thisAgreement and the time required for performance shall be extended for a period equal to the periodof such delay, provided that such delay has been caused by or is the result of any acts of**[Redacted: Description of Events],**or other unforeseeable causes beyond the control and without thefault or negligence of the party so affected. The affected party shall give prompt notice to theother party of such cause, and shall take promptly whatever reasonable steps are necessary torelieve the effect of such cause.Theratechnologies— Hospira Diluent Agreement
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          (b) ***Transfer of Production.***If Hospira becomes subject to an event of force majeure whichinterferes with production of Product at Hospira’s Rocky Mount, North Carolina facility, theparties shall mutually agree on implementation of an agreed-upon action plan to transfer productionof Product to another Hospira facility. The parties shall, after the execution of this Agreementand at the request of either party, meet to discuss and define such an action plan.     11.2 ***Notices.***All notices hereunder shall be delivered as follows: (a) personally; (b) byfacsimile and confirmed by first class mail (postage prepaid); (c) by registered or certified mail(postage prepaid);or (d) by overnight courier service, to the following addressesof the respective parties: Ifto Theratechnologies:2310 Alfred-Nobel Boulevard