Third Amendment to Supply Agreement, dated as of April 12, 2023, by and between Spectrum and Hanmi Pharmaceuticals Co., Ltd

WHEREAS, Spectrum and Hanmi are parties to that certain Supply Agreement, dated February 28, 2018, as amended by that certain First Amendment dated December 6, 2019, that certain Second Amendment dated January 1, 2022 (the “Supply Agreement”);

WHEREAS, the Parties wish to, among other things, revise the terms of the Supply Agreement with respect to purchase orders forth below:

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, covenants, and conditions contained in this Third Amendment, the Parties agree as follows:

The parties hereby agree that the [***] invoices with numbers [***] are due for payment from Spectrum to Hanmi in accordance with the payment schedule below. Spectrum hereby agrees to pay Hanmi a total invoice amount of [***] for the shipments of Product further described in Exhibit A attached hereto and incorporated by reference according to the payment schedule included below. Spectrum shall pay such payments within [***] days of the end of the specified calendar quarter.

If Spectrum during any quarter of the payment schedule below fails to achieve [***] within the quarter, Hamni agrees to allow Spectrum to push the quarterly payment to the next quarter, where [***] is achieved. If after failing to achieve a quarter of [***], Spectrum achieves [***], Spectrum agrees to pay Hamni for one (1) payment that was due during the quarter that had [***] as well as the current quarter’s payment. If multiple quarterly payments were pushed due to failing to achieve [***], Spectrum shall only be responsible for paying one (1) payment back at a time under the terms set forth in quarters with [***].

3.    Continuing Effect. Except as specifically amended by this Third Amendment, the Supply Agreement shall remain in full force and effect in accordance with its terms. Sections or other headings contained in this Third Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Third Amendment.

4.    Countergarts. This Third Amendment may be executed in counterparts with the same force and effect as if each of the signatories had executed the same instrument.