Seventh Amendment to Wholesale Product Purchase Agreement, dated as of May 12, 2020, by and between Priority Healthcare Distribution, Inc., doing business as CuraScript SD Specialty Distribution, and the Registrant

(a)        Product Price. The price Distributor will pay UT for Products listed in EXHIBIT A, except for CADD MS®3 Syringe/Cartridge, shall be [***] (the “Product Price”). For the Product CADD MS®3 Syringe/Cartridge listed in EXHIBIT A, the Product Price Distributor will pay UT is listed in EXHIBIT A. For purposes of this Agreement, “Product Purchase Price,” means the Product Price less any Product discount extended to Distributor by UT; and “WAC” means a Product’s wholesaler list price as established by UT in its sole discretion and published by a nationally recognized third-party pharmaceutical price reporting publication (e.g., First DataBank or Medispan) in accordance with accepted industry practice. WAC is subject to change by UT. WAC does not include the net effect of discounts from invoice price, rebates, chargebacks, administrative fees and other cost adjustments, which can affect the actual cost to each purchaser.

(b)        Resale Price. The Parties acknowledge and agree that with the exception of Product allocated for [***] and Discounted Entities, Distributor may offer UT Product in the Territory at such prices or discounts as Distributor, in its sole discretion, may determine. For clarity, Distributor shall sell Product to Discounted Entities at the price directed by UT and shall sell Product to Participating Hospitals under the [***] at the Product Price.

(c)        Price Changes. At any time during the term of this Agreement, UT may increase or decrease the Product Price(s) for UT Product(s) with advance written notice to Distributor as of the effective date of the price change by sending such change notice to [***], and [***]. Any such price change shall not apply to purchase orders accepted prior to the effective date of the applicable price change. Distributor agrees to continue placing purchase orders at quantity volumes consistent with demand and inventory levels prior to the effective date of any such price change.

Service Fee. UT represents and warrants that: (i) it has engaged Distributor to perform bona fide, legitimate, reasonable, and necessary Services; (ii) the Services are not intended to serve, either directly or indirectly, as a means of marketing the Product; and (iii) the Service Fees are not considered a discount that must be included in UT’s "best price," "average manufacturer price," or "average sales price" reporting. The Parties represent and warrant that: (a) the Services do not involve the counseling or promotion of any off-label use of the Products or a business arrangement or other activity that violates any Applicable Laws; (b) the Service Fees are not intended in any way as remuneration for referrals or for other business generated; (c) the Service Fees represent fair market value for the Services based on arms-length negotiations; and (d) the Service Fees paid pursuant to this Agreement are not intended in any way as payments related to a drug formulary or drug formulary activities and have not been negotiated or discussed between the Parties in connection with any such drug formulary or formulary activities. Distributor represents and warrants that: (i) all Services described in Exhibit B are in addition to those services typically provided by Distributor to its similarly situated manufacturers for similarly situated products; (ii) the Service Fees it receives pursuant to this Agreement will not be passed on to any other customers or entities, and (iii) the prices available to any other customers are not adjusted as a result of Service Fees UT pays to Distributor under this Agreement. Further, the Parties intend for the Service Fees paid under this Agreement to comply with the federal anti-kickback statute, 42 U.S.C. § 1320a‑7b(b) and safe harbor protection under the personal services and management contracts safe harbor at 42 C.F.R. § 1001.952(d).

NDC 66302-206-01 Tyvaso Starter Kit includes:

NDC 66303-206-02 Tyvaso Re-Supply Kit includes:

NDC 66302-206-03 Tyvaso Supplemental Refill includes:

NDC 66302-206-04 Tyvaso Institutional Starter Kit (ISK) includes:

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