Common use of Purchase Orders Clause in Contracts

Purchase Orders. This Agreement applies to all Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order date.

Purchase Orders. This Agreement applies to all Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders that ETONfor Products, and/or any of its current or future Affiliatesbased on the Lead Time for such Products, may place with LM which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the purchase applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of ProductProducts being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. The terms Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and conditions such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement including those presented in all exhibits attached hereto shall apply to any and that none of the provisions of a Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term Supplier’s acknowledgement thereof (either printed, stamped, typed or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement written), if any, shall not be applicable to the purchase if any orders for of the Product placed by ETON during the Term, unless expressly agreed foregoing is in addition to by the Parties or in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent conflict with this Agreement. Product will A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order dateconstrued as an amendment to this Agreement.

Purchase Orders. This Agreement applies to all Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during During the Term, unless expressly agreed Tris shall make all purchases hereunder by submitting firm purchase orders to by the Parties in writingIPC (a “Purchase Order”). LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject Each such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed in writing in a form reasonably acceptable to have accepted all Purchase Orders that are consistent with this Agreement. IPC, and shall specify the Product will be delivered in ordered, the timeframe set forth in quantity ordered, the applicable Purchase Order; providedTransfer Price, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any required delivery date specified in a Purchase Order will not thereof, which shall be earlier no later than ninety (90) days after the date of Purchase Order dateunless otherwise agreed upon in writing by IPC. IPC shall confirm acceptance of the PO in writing within five (5) business days and IPC shall supply to Tris, Product ordered pursuant to such Purchase Orders on the requested delivery date at the Production Facility. In the event of a conflict between the terms and conditions of any Purchase Order and this Agreement, the terms and conditions of this Agreement shall prevail. The quantities contained in Purchase Orders for a Product to be delivered during any one month period shall not exceed [*****] percent ([*****]%) of the amounts set forth in the immediately preceding forecasts for such Product for the same time period (an “Excess Order”), unless Tris has obtained IPC’s prior written consent for such Excess Orders which consent shall not be unreasonably withheld, conditioned or delayed. IPC shall respond to any request by Tris for an Excess Order within ten (10) business days of a written request from Tris. Such response shall indicate the amount of the Excess Order, if any, that IPC will manufacture and deliver. IPC will use commercially reasonable efforts to fill an Excess Order as promptly as practicable, but will not be in breach hereof if, notwithstanding such efforts, it will be unable to fill such Excess Order.

Purchase Orders. This Agreement applies Seller shall ship or perform Deliverables only against a Purchase Order. A “Purchase Order” shall be this Order or a written purchase order of Buyer, in the form of this Order as amended from time to time by Buyer. These Standard Terms apply to every shipment and sale of Deliverables from Seller to Buyer and to the performance of all Services by Seller for Buyer. Each Purchase Orders that ETONOrder shall be assigned a purchase order number by Buyer (the “Purchase Order Number”). Seller’s commencement of Services or shipment of some or all Deliverables under a Purchase Order, and/or any or Seller’s failure to reject a Purchase Order in writing within 3 days of its current or future Affiliatesreceipt, may place with LM for shall constitute Seller’s acceptance of these Standard Terms. If a Purchase Order shall be deemed an acceptance of a prior offer by Seller, such acceptance is limited to the purchase of Productexpress terms contained herein. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its agreement signed by Buyer take precedence over any inconsistent terms and conditions are expressly referenced in these Standard Terms. Terms and conditions stated on the front of a Purchase Order take precedence over any inconsistent terms and conditions in these Standard Terms with respect to such Purchase Order. Any term acceptance by Seller stating different or condition set forth additional terms from those stated in a Purchase Order (iincluding these Standard Terms) any shall not operate as an acceptance by Buyer to use such in conjunction with the Purchase Order; . No such differing or (ii) any acknowledgment additional terms in Seller’s acceptance shall be binding or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, effective unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed duly signed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order dateBuyer.

Purchase Orders. This Agreement applies to all Purchase Orders that ETON4.2.1 Products will be ordered by Neos by the issuance of separate, and/or pre-numbered written purchase orders placed by electronic mail or by any of its current or future Affiliates, may place with LM for other method agreed upon by the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Parties (each a “Purchase Order”), regardless whether this Agreement which upon acceptance by CPI (without limitation to the binding nature of the firm calendar quarter set forth in Section 4.1, above), shall constitute a binding obligation of CPI to ship the Products specified therein. Within five (5) business days after CPI’s receipt of a particular Purchase Order placed by Neos, CPI will either acknowledge and accept in writing the receipt of such Purchase Order by providing a written confirmation to Neos (a “Confirmation”), or its terms and conditions are expressly referenced in reject such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that If no such Confirmation is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Termreceived within such 5-day period, unless expressly agreed to by the Parties in writing. LM shall then CPI will be deemed to have accepted a rejected such Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receiptOrder, provided that LM may only reject except to the extent such Purchase Order is for Products for which Neos has a binding purchase commitment, which portion of such Purchase Order will be binding on CPI and deemed to have been confirmed by CPI (subject to the extent it is inconsistent with limitations set forth in Section 4.1 above regarding quantities in excess of the Forecast). All Purchase Orders Confirmed (or deemed to have been confirmed) by CPI are binding on both Parties and may not be cancelled except as set forth in Section 4.2.2 hereof. Purchase Orders shall state quantities, shipping dates and shipping instructions for all Products and any other information as CPI may from time to time reasonably request. All sales of Products by CPI to Neos will be subject to the provisions of this Agreement. No provision of any Purchase Order shall alter or add to any of the terms or conditions of this Agreement, and in the event of any inconsistency, the terms of this Agreement. LM Agreement shall be deemed govern, unless the Parties expressly agree to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered such additional or replacement terms or conditions in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in a writing other than the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order date.

Purchase Orders. This Agreement applies CryoLife shall issue to all Purchase Orders that ETONSMI purchase orders, and/or any which shall specify: (i) the amount of its current or future AffiliatesModified Starch being ordered which such amount shall not be less than the Minimum Requirement (as defined below); (ii) the applicable Transfer Price; (iii) requested delivery schedule; and (iv) exact “ship to” and “invoice to” place of business. SMI must accept a purchase order as long as it is consistent with the Minimum Requirement, may place with LM for regardless of quantity, if (i) the purchase order does not establish new or conflicting terms from those set forth in this Agreement and (ii) the Transfer Price and other provisions of Productthe purchase order are in accordance with this Agreement. CryoLife shall place purchase orders so that they have been received by SMI no less than six (6) months prior to the requested ship date. If SMI rejects a purchase order, SMI must notify CryoLife within three (3) Business Days of receipt of such purchase order. If a purchase order is rejected, CryoLife will be advised of the reason for rejection and be provided with an opportunity to bring the purchase order into compliance. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided contained in this Agreement shall not be applicable govern the sale of Modified Starch and the Products to CryoLife and shall supersede any orders for the Product placed by ETON during the Terminconsistent terms in CryoLife’s purchase orders, unless SMI expressly agreed agrees to by the Parties such terms in writing. LM Orders placed by telephone, or in person are to be confirmed by facsimile or email [***] – CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED ARE MARKED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. to SMI by CryoLife within a commercially reasonable time thereafter. For purposes of this Agreement the term “Minimum Requirement” shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven [***] (7[***]) business days after its receipt, kilograms of Modified Starch or less with SMI’s consent (or [***] ([***]) kilograms provided that LM may only reject such Purchase Order to at least an additional [***] ([***]) kilograms are ordered within a calendar year from the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Orderinitial [***] ([***]) kilogram order); provided, however, that: (a) if no timeframe is specified that the Parties agree to negotiate in good faith a reasonable adjustment in the Purchase OrderMinimum Requirement after CryoLife has had sufficient time to evaluate the manufacturing process following the successful transfer of the Manufacturing IP pursuant to Section 1.2 based on CryoLife’s projections for Products sales, Product will be delivered ninety the necessary and required manufacturing runs required to produce Products, and other relevant factors. The foregoing procedures, other than the Minimum Amount, shall apply to purchases of Acquired Components from SMI by CryoLife with a minimum lead time for orders of three (903) days after the Purchase Order date and months instead of six (b6) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order datemonths.

Purchase Orders. This Agreement applies All purchase of Product shall be pursuant to written purchase orders which shall include all of the Forecast quantities in the Fixed Period. Purchase Orders that ETON, and/or any orders shall be placed by Aptalis at least [*] weeks prior to the due date by which the Product shall be delivered or made available by Strakan. Strakan shall acknowledge receipt of its current or future Affiliates, may place with LM for each purchase order within five (5) Business Days of receipt. Confirmation of the purchase order within ten (10) Business Days shall include a written confirmation of the due date, which shall be the requested delivery date unless otherwise agreed to between the Parties. Strakan may reject a purchase order only if that order is not in compliance with the then applicable Forecasts, sets forth incorrect Prices, or specifies a quantity that is inconsistent with the MOQ of the Product, provided that if the purchase order exceeds the Fixed Period Forecast Strakan will use its Commercially Reasonable Efforts to supply the excess. To the extent that any order by Aptalis provides for a due date that is less than [*] weeks after the date of the purchase order, Strakan shall be entitled to request that the due date be postponed to [*] weeks after the date of the order but not to reject the order. The Parties agree to use Commercially Reasonable Efforts to define a mutually acceptable expedited delivery process, which provides for a due date that is less than [*] weeks after the applicable order. This process is to be used only in exceptional circumstances, including as set forth in Section 8.2.1, and is subject to the terms of Strakan’s contract with its Contract Manufacturer. Nothing contained in any purchase order or confirmation thereof shall supersede the terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order date* Confidential treatment requested.

Purchase Orders. This Agreement applies to all Purchase Orders that ETON, and/or any Sub-Distributor shall order Products in accordance with the terms and conditions of its current or future Affiliates, may place with LM this Agreement. Each order for the purchase of ProductProducts (a “Purchase Order”) must be submitted to Distributor by Sub-Distributor by email or Distributor’s electronic data interchange (EDI) system. The Each Purchase Order shall specify (i) the quantity of Products being ordered, (ii) the applicable Wholesale Minimum Price for the Products ordered, (iii) the price to be paid by Sub-Distributor to Distributor for the Products ordered, (iv) payment terms granted by Distributor, and (v) the requested receipt date and delivery instructions for the applicable Products ordered. Receipt dates must be during the term of this Agreement, except Sub-Distributor may request, subject to Distributor’s acceptance in Distributor’s sole and absolute discretion, a Purchase Order with a requested receipt date after the expiration or termination of this Agreement, in which case, if accepted by Distributor, the terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Ordersuch shipment, regardless whether but under no circumstances should such shipment be deemed to be or construed as being a renewal or extension of this Agreement or its the exclusivity rights granted to Sub-Distributor herein. The Parties agree that to the extent that any of the terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in of this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is conflict or are inconsistent with the terms or conditions of any Purchase Order submitted by Sub-Distributor, the terms and conditions of this Agreement. LM Agreement shall be deemed prevail and control to have accepted all the extent of any such conflict or inconsistency, unless the Purchase Orders that are consistent with this Agreement. Product will be delivered Order containing such conflicting or inconsistent terms and conditions is countersigned by Distributor, in which case the timeframe terms and conditions set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the such Purchase Order date shall prevail and (b) unless otherwise agreed by control to the Parties, extent of any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order datesuch conflict or inconstancy.

Purchase Orders. This Agreement applies (a) All purchases shall be pursuant to all Purchase Orders that ETONpurchase orders (each, and/or any of its current or future Affiliates, may place with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any a “Purchase Order”) submitted by Xxxxxxx to EyePoint. Alimera shall submit [***] Purchase Order for each Calendar Quarter[***], regardless whether this Agreement or its terms and conditions are expressly referenced shall specify in such Purchase Order. Any term or condition Order (i) the quantity of the Product ordered, and (ii) the requested delivery date, which Purchase Order shall be [***] for such Calendar Quarter set forth in (i) the Firm Order. All Purchase Orders shall be [***]. EyePoint will be deemed to have accepted any Purchase Orders for the Firm Order period that (w) do not exceed [***]the quantity of Product set forth in the Firm Order for the applicable period, and (x) are otherwise consistent with the delivery dates for the applicable period set forth in the Firm Order; . EyePoint shall consider [***] all or any portion of a Purchase Order that (y) exceeds [***] the quantity of Product set forth in the Firm Order for the applicable period, or (iiz) any acknowledgment or sale document from LM that is otherwise inconsistent or not provided with the delivery dates set forth in this Agreement shall not be applicable to any orders the Firm Order for the Product placed applicable period. EyePoint may decline to accept all or any portion of a Purchase Order by ETON during the Termproviding written notice to Alimera within [***] following receipt of a Purchase Order. For clarity, unless expressly agreed if EyePoint does not provide written notice to by the Parties Alimera that it is declining to accept all or any portion of a Purchase Order in writing. LM writing within [***] following receipt thereof, then that Purchase Order shall be deemed to have been accepted by EyePoint. Once accepted, a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms becomes part of this Agreement. LM shall , and no changes may be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order datemade without [***].

Purchase Orders. This Agreement applies to all AMYLIN shall submit Purchase Orders that ETONto BAXTER covering AMYLIN’s purchases of Product pursuant to this Agreement. AMYLIN shall not, and/or any without the written consent of its current or future AffiliatesBAXTER, may place with LM for designate a delivery date in a Purchase Order earlier than [***] ([***]) calendar days from the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such date AMYLIN submits the Purchase Order. Any term or condition set forth in Within ten (i10) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business calendar days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in XXXXXX’x receipt of the Purchase Order, Product will be delivered ninety (90) days after the BAXTER shall provide a confirmation of receipt of each Purchase Order date and setting forth a Batch (bor lot) unless otherwise agreed by number (if available), the Parties, any delivery date specified that BAXTER will meet and setting forth XXXXXX’x filling date for such order. Upon AMYLIN’s receipt of such confirmation, such Purchase Order shall become a non-cancelable “Firm Purchase Order”, and AMYLIN shall be obligated to purchase from BAXTER all Product ordered in a Firm Purchase Order will Order. If BAXTER is unable to meet the specified delivery date BAXTER shall so notify AMYLIN and provide to AMYLIN an alternative delivery date which shall not be earlier more than ninety [***] (90[***]) calendar days after later than the initial delivery date designated by AMYLIN in its Purchase Order dateOrder; provided that the alternative delivery date is no longer than [***] and [***] ([***]) calendar days from the issue of the AMYLIN Purchase Order. To the extent of any conflict between Purchase Orders submitted by AMYLIN and this Agreement, this Agreement shall control.

Purchase Orders. This Agreement applies to all (a) Client will submit Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with LM for each order for the purchase Manufacture and supply of Product as part of Manufacturing Services at least * days in advance of the requested delivery date for such Product. The terms and conditions Purchase Order will be accepted in writing within * business days of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such receipt by Hovione confirming acceptance of the Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or Hovione may not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted withhold its acceptance of a Purchase Order unless the supply price is inconsistent with the Supply Price as calculated in accordance with Sections 7.2 and 7.3 or the quantity ordered would cause the total amount ordered by Client in the applicable Calendar Quarter to be more than * of the amount shown for which LM does not notify ETON such Calendar Quarter in writing within seven (7) business days after its receipt, the Rolling Forecast provided that LM may only reject such at the beginning of the immediately prior Calendar Quarter or the Purchase Order otherwise fails to the extent it is inconsistent comply with the terms of this Agreement. LM Hovione shall be deemed deliver to have accepted all Purchase Orders that are consistent with this Agreement. Client the quantity of Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in each accepted Purchase Order on the date specified in each accepted Purchase Order, Product unless Hovione is not able to do so solely due to any act or omission of Client. Each accepted Purchase Order or any acknowledgment thereof, whether printed, stamped, typed, or written will be delivered ninety (90) days after governed by the terms of this Agreement and none of the provisions of such Purchase Order date or acknowledgment will be applicable except those specifying Product and (b) unless otherwise agreed by the Partiesquantity ordered, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order datelocation, delivery dates, special shipping instructions and invoice information.

Purchase Orders. This Agreement applies Buyer shall submit to Seller Purchase Orders for Products correlating to the binding forecast no later than [****] before the designated delivery date. All accepted Purchase Orders for Products shall be firm and binding on Buyer and Seller. Seller shall accept all Purchase Order submitted by Buyer for Sternal Products, Managed Versions (except as provided in Section 2.7(a)) and any New Products (to the extent that the Parties have mutually agreed that Seller will manufacture such New Products hereunder); provided, however, that Seller will not be required to accept Purchase Orders (i) for Managed Versions that ETONare not designed or developed by Seller until the specifications NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, and/or any AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. therefor have been established as contemplated in Section 2.7(a), (ii) that designate a delivery date(s) less than [****] from the date of its current or future Affiliates, may place with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in for a quantity of Product on the specified delivery date(s) that, when aggregated with other outstanding Purchase Orders, exceeds the sum of (x) [****] of the forecasted orders for delivery of such Purchase Order. Any term or condition set forth in Product on such date(s) plus (iy) any Purchase Order; the then available Safety Stock of such Products (collectively, the “Excess Orders”), or (ii) any acknowledgment or sale document from LM that are not in conformity with the applicable requirements of this CMA. Seller will use commercially reasonable efforts to accept all Excess Orders (provided that such Excess Orders otherwise comply with this CMA). To the extent that Seller cannot accept an Excess Order notwithstanding such commercially reasonable efforts, Seller will confer with Buyer and make commercially reasonable efforts to accept delivery dates with respect to such Excess Orders that are as close as is inconsistent or commercially practicable to Buyer’s requested delivery date. If accepting an Excess Order would require Seller to incur overtime expenses, Seller’s acceptance of such Excess Order may include a statement that such acceptance is contingent on Buyer’s agreement to pay such overtime expenses (but only to the extent that such overtime expenses are solely attributable to Seller’s efforts to timely deliver such Excess Order), which acceptance shall further state Seller’s good faith best estimate of the amount of such overtime expenses. If Buyer does not provided in this Agreement agree to pay such overtime expenses, such acceptance shall be void, and such Purchase Order shall not be applicable binding on Buyer and Seller. Seller may invoice Buyer for such overtime expenses incurred by Seller. If Buyer does not respond to any orders for the Product placed by ETON during the Termcontingent acceptance of an Excess Order within three (3) Business Days after Buyer’s receipt of such contingent acceptance, unless expressly agreed to by the Parties in writing. LM Buyer shall be deemed to have accepted a Purchase Order declined to pay overtime with respect to such Excess Order. For clarity, overtime expenses shall relate solely to employees of Seller who are not exempt from the requirement to pay overtime under applicable law and means, with respect to any such employee, the product obtained by multiplying (i) the amount by which the hourly compensation that Seller is required by law to pay to such employee for which LM does not notify ETON in writing within seven work performed during overtime periods (7as defined under applicable law) business days after its receiptexceeds such employee’s standard hourly compensation, provided by (ii) the number of hours worked by such employee during applicable overtime periods. Seller shall provide such documentation, records, backup and support as Buyer shall reasonably request to confirm that LM may only reject such Purchase Order any overtime expenses charge hereunder conform to the extent it is inconsistent with the terms requirements of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order dateSection 3.2.

Purchase Orders. This TIVIC will order Products by issuing Purchase Orders, in substantially the form attached to this Agreement applies as Exhibit C, to all MICROART. Purchase Orders that ETONmay be delivered to MICROART by any reasonable means, and/or any of its current or future Affiliatesincluding but not limited to postal delivery, may place courier delivery, facsimile transmission, and electronic mail. No Purchase Order shall be binding upon MICROART unless and until it is accepted by MICROART in writing, including via electronic mail. Notwithstanding the foregoing, MICROART shall accept each Purchase Order provided by TIVIC unless it does not comply with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced the then-current forecast provided by TIVIC or unless MICROART has a good faith belief that it will be unable to meet the delivery schedule specified in such Purchase Order. Any term If the Purchase Order does not comply with this Agreement or condition the then-current forecast provided by TIVIC or if MICROART has a good faith belief that it will be unable to meet the delivery schedule set forth in (i) any a proposed Purchase Order; , MICROART and TIVIC shall negotiate in good faith to resolve the disputed matter(s). Within two (2) business days of receipt of a Purchase Order, MICROART shall either accept or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for reject the Product placed by ETON during the Term, unless expressly agreed to by the Parties same in writing. LM shall be deemed If MICROART fails to have accepted a accept or reject the Purchase Order for which LM does not notify ETON in writing within seven two (72) business days after its receiptreceipt thereof in accordance with this Section, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders by MICROART provided that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in TIVIC may revoke a Purchase Order will that has not be earlier than ninety (90) days after the Purchase Order datebeen expressly accepted in writing by MICROART upon written notice to MICROART.

Purchase Orders. This Agreement applies Distributor shall submit Product purchase orders to all Purchase Orders that ETONthe Company by email, and/or any of its current addressed to sxxxx@xxxxxxxxxx.xxx, or future Affiliates, to such other person at such other address or email as the Company may place with LM for from time to time designate. Each Product purchase order shall meet the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition requirements set forth in Exhibit B, and shall set forth (ia) the identification and quantity of the Products ordered, including any Purchase Order; or “white labeling” specifications, (iib) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable the requested delivery date, (c) shipping instructions and shipping address, and (d) such other information as the Company may reasonably request. All purchase orders are subject to any orders for the Product placed by ETON during the Term, unless expressly agreed to acceptance by the Parties Company in writing, and no purchase order shall have any force or effect hereunder unless or until accepted by the Company in writing. LM A purchase order will be deemed accepted by the Company if no response to such purchaser order is delivered to Distributor within three (3) business days after the purchaser order was actually received by the Company. Each purchase order from the Distributor shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order be an offer by the Distributor to purchase the extent it is inconsistent with Products pursuant to the terms of this Agreement. LM Agreement and, when accepted by the Company , shall be deemed give rise to have accepted all Purchase Orders that are consistent with a contract under the terms set forth in this Agreement. Product will be delivered in Agreement to the timeframe exclusion of any additional or contrary terms set forth in the applicable Purchase Order; providedpurchase order. The Company shall exert commercially reasonable efforts to fill all accepted purchase orders for which payment has remitted as provided herein. Except as otherwise provided herein, howeverno accepted purchase order shall be modified or canceled except upon the written agreement of the Company and Distributor. Mutually agreed change orders shall be subject to all provisions of this Agreement, that: whether or not the change order so states. Any purchase order for white labeled Products shall constitute Distributor’s grant to the Company of a personal, non-exclusive, non-transferable, and royalty-free right and license to use those Distributor trademarks, trade names, and logotypes identified by Distributor for such white label use solely in connection with such white labeling of the Products as contemplated hereby. The Company acknowledges the Distributor’s proprietary rights in and to such trademarks, trade names, and logotypes, and waives any rights thereto (a) if no timeframe is specified in other than the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order dateforegoing limited license).

Purchase Orders. This Agreement applies Distributor shall issue to all Purchase Orders Company a purchase order, in English, which shall specify: (i) the Product, including item numbers and part numbers if shown for that ETONitem in the export price schedule; (ii) the price; (iii) requested delivery schedule; and (iv) exact "ship to" and "invoice to" place of business. Company, and/or any in its sole discretion, shall confirm such purchase order in writing by transmitting to Distributor an order confirmation or by notifying Distributor of its current or future Affiliatesdecision to reject such purchase order. If Distributor does not receive a valid order confirmation, may place with LM for the purchase of Productorder shall be deemed rejected. The terms contained in this Agreement, the purchase order, and any order confirmation given by Company, together with any written amendments signed by both parties, shall govern the sale of Products; provided, however, that the terms of this Agreement shall supersede all inconsistent terms in the purchase order. No purchase order or order confirmation shall serve to amend this agreement, regardless of whether or not such document was signed by an employee of Company. Orders placed by telephone, facsimile, or in person are to be confirmed through a written purchase order to Company by Distributor within the shortest practicable time thereafter. Company shall have the sole right to accept or reject at Company's home office any and all orders of Products. Notwithstanding the foregoing, in the event that Company rejects any bona fide purchase order submitted by Distributor in compliance with the provisions set forth herein, any Minimum Purchase Requirement then in effect pursuant to Section 5(a) will be adjusted accordingly. (c) Shipment. Products shall be shipped F.O.B. Kennesaw. Company shall endeavor to ship Distributor's orders of any Product within a reasonable time, subject to the limitations of the prevailing laws and regulations of Company's or Distributor's governments and to forces outside the control of Company. Company must deliver Products meeting the Company's specifications and quality 8 <PAGE> standards in effect at the time of shipment and with a minimum shelf life of twenty four (24) months. Distributor acknowledges that Company may appoint any wholly owned subsidiary or Company's parent corporation to make sales of Products to Distributor, subject to the terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, thatthat no such appointment or delegation shall relieve Company from any of its obligations hereunder. (d) Returns. Company does not guarantee the sale of any Product in the Territory and shall not accept any returns of any Product except under the following conditions: (ai) if no timeframe is specified Distributor has notified Company in writing of any alleged defects rendering any Product unsalable not later than fourteen (14) days from the date of arrival of such Product at Distributor's warehouse in the Purchase OrderTerritory. (ii) At Company's request, Distributor promptly returns the allegedly defective Product will be delivered ninety (90) days to Company or provides such other evidence of the deficiency of the Product to Company, all as Company shall specify. Credit for any defective Product shall issue only if, and only to the extent, that Company's examination shall confirm that the Product is defective and that such defect is not the result of any mishandling of the Product after the Purchase Order date Product is delivered Free Carrier Company's point of shipment. (iii) Company reserves the right, at its discretion, to replace free of charge any Product found to be defective with the same quantity of Product in good, saleable condition, transferring the replacement to Distributor's facilities at Company's point of shipment which shall be the Company's expense. Distributor will advise Company of any information in its possession regarding mishandling, damage, deterioration, alteration, or modification of any Product or its packaging. Distributor will follow Company's instructions to return Products or to otherwise dispose of them, and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety ship Products until receiving such instructions. (90) days after the Purchase Order date.e)

Purchase Orders. Purchaser shall issue separate purchase orders from time to time, at its sole discretion, for specific quantities of Product Units to be shipped to the destination as indicated on each purchase order. Each purchase order shall be filled and shipped within ten (10) days after receipt thereof, unless a longer period of time is specified by Purchaser in a particular purchase order. This Agreement applies shipment deadline may be extended by Purchaser to all Purchase Orders the extent that ETONSeller's delay is caused by labor strike, and/or any war, fire or other similar major casualty beyond Seller's reasonable control, provided that, upon the occurrence of such a force majeure condition, Seller immediately notifies Purchaser in writing of the cause for delay and requests a revised shipment date. Purchaser may, in its current sole discretion, send Seller a written confirmation of the revised shipment date or future Affiliates, may place with LM for cancel the purchase of Productorder affected by the force majeure condition. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted be incorporated by reference into and made a Purchase Order for which LM does part of each purchase order issued by Purchaser to Seller, whether or not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe incorporation is specified in each purchase order. Time of delivery is of the Purchase Order, essence of this Agreement and of each purchase order issued hereunder. Purchaser may cancel all or any part of any purchase order without any liability in the event of a delay in the delivery of any of the Product will be delivered ninety (90) days after Units ordered thereunder. Delivery of the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date Product Units specified in a Purchase Order will purchase order shall not be earlier than ninety (90) days after deemed complete until the Purchase Order dateProduct Units ordered thereunder have been received and accepted by Purchaser or its designee at the destination specified by Purchaser. Acceptance of any part of an order shall not bind Purchaser to accept future shipments, nor deprive it of the right to return nonconforming Product Units previously accepted.

Purchase Orders. This Agreement applies A. From time to all Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not time as provided in this Agreement Section 4.3(A), Client shall not submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be applicable to any orders for Processed, the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven Batch size (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent the Specifications permit Batches of different sizes) and the specified delivery date for each Batch (“Purchase Order”) in accordance with Attachment C and in the terms form attached hereto as Exhibit II. Purchase Orders for quantities of this Agreement. LM Product shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered submitted by Client at least [*] in advance of the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified delivery date requested in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by Catalent. B. Promptly (and within [*]) following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the Parties, any delivery date specified set forth in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order date.or set forth a reasonable alternative delivery date consistent with Catalent’s obligations hereunder, and shall include the Processing Date. Catalent shall accept any Purchase Order (i) for [*], as long as it is [*] of the Firm Commitment for such period, and (ii) for Contract Year 3 and each Contract Year thereafter, as long as it is [*] of the Firm Commitment for such Period, in each case rounded up to the nearest whole number of Batches (the “Catalent Commitment”). Catalent may reject any Purchase Order in excess of the Catalent Commitment (subject to Section 4.3(C)), or otherwise not given in accordance with this Agreement. Catalent shall be required to accept an otherwise conforming Purchase Order and shall Process and deliver Product in conformity with Purchase Order and this Agreement. C. Notwithstanding Section 4.3(B), Catalent shall use commercially-reasonable efforts to supply Client with the specified quantity of Product in excess of the Catalent Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In the event of a conflict between the terms of any Purchase Order, Work Order or Acknowledgement, Quality Agreement and this Agreement, the terms of this Agreement shall control except to the extent set forth in Section 9.6. 4.4

Purchase Orders. This Agreement applies to all Customer shall place written orders ("Purchase Orders that ETON, and/or any Orders") for units of its current or future Affiliates, may place DigiColor2 Chips in accordance with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in Agreement. Without limitation to the obligation of Oasis to sell to Customer hereunder, orders will be effective upon acceptance thereof by delivery of Oasis' order acknowledgement, such acceptance not to be unreasonably withheld. The Oasis Order Acknowledgement will assign re-scheduled delivery dates for all exhibits attached hereto quantities that can not be met by Oasis from the customer's requested delivery dates. Each Purchase Order shall apply be deemed to any Purchase Order, regardless whether this Agreement or its incorporate the terms and conditions of this Agreement. All Purchase Orders shall be governed exclusively by the terms and conditions of this Agreement, and any terms or provisions on Customer's Purchase Order forms, or on any of Oasis' acknowledgments thereof that are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided with those contained in this Agreement shall not be applicable to any orders for have no force or effect whatsoever as between the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writingparties hereto. LM Neither Oasis' commencement of performance nor delivery shall be deemed to have accepted a Purchase Order for which LM does or construed as acceptance of Customer's additional or different terms and conditions; and Customer's acceptance of delivery shall not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all or construed as acceptance of Oasis' additional or different terms and conditions. Purchase Orders that are consistent with this Agreement. Product will may be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, thatsent by facsimile transmission or other electronic media approved by Customer and Oasis and shall specify: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after that the Purchase Order date and is being placed under this Agreement, (b) unless otherwise agreed by the Parties, any delivery date specified in a Customer's Purchase Order will not be earlier than ninety number, (90c) days after the Purchase Order dateproduct number and description, (d) ordered quantities, (e) purchase price; (f) tax status, including exemption certificate number, if applicable, (g) customer requested delivery dates, (h) preferred shipping method, if any, and (i) "xxxx to" and "ship to" addresses.

Purchase Orders. This Agreement applies to all Purchase Orders that ETON, and/or any Distributor shall order the Products in accordance with the terms and conditions of its current or future Affiliates, may place with LM this Agreement. Each order for the purchase of Productthe Products (a “Purchase Order”) must be submitted to Manufacturer by Distributor by email or Manufacturer’s electronic data interchange (EDI) system. The Each Purchase Order shall specify (i) whether the order is being made in connection with the sale by Distributor to Retail Customers or to Non-Retail Customers, (ii) the quantity of the Products being ordered, (iii) the applicable Retail Minimum Price and/or Wholesale Minimum Price for the Products ordered, (iv) the price to be paid by Distributor to Manufacturer for the Products ordered, (v) payment terms granted by Manufacturer, and (vi) the requested receipt date and delivery instructions for the applicable Products ordered. Receipt dates must be during the term of this Agreement, except Distributor may request, subject to Manufacturer’s acceptance in Manufacturer’s sole and absolute discretion, a Purchase Order with a requested receipt date after the expiration or termination of this Agreement, in which case, if accepted by Manufacturer, the terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Ordersuch purchase, regardless whether but under no circumstances should such purchase be deemed to be or construed as being a renewal or extension of this Agreement or its the exclusivity rights granted to Distributor herein. The Parties agree that to the extent that any of the terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in of this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is conflict or are inconsistent with the terms or conditions of any Purchase Order submitted by Distributor, the terms and conditions of this Agreement. LM Agreement shall be deemed prevail and control to have accepted all the extent of any such conflict or inconsistency, unless the Purchase Orders that are consistent with this Agreement. Product will be delivered Order containing such conflicting or inconsistent terms and conditions is countersigned by Manufacturer, in which case the timeframe terms and conditions set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the such Purchase Order date shall prevail and (b) unless otherwise agreed by control to the Parties, extent of any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order datesuch conflict or inconsistency.

Purchase Orders. This Agreement applies to all Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during a. During the Term, unless expressly agreed PGT shall purchase the quantities of Products set forth on Schedule B. PGT shall order Products from Supplier pursuant to and in accordance with separate PGT standard purchase orders or other related documentation (collectively, the ’’Purchase Orders”). Such Purchase Orders shall specify quantities of the Products, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Products (with release schedules, delivery orders or equivalent notices) and no other terms or conditions. Upon a Purchase Order being executed by the Parties in writing. LM parties, the provisions of such Purchase Order respecting quantities of the Products, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Products (with release schedules, delivery orders or equivalent notices) shall be binding upon Supplier and PGT and shall be deemed to have accepted constitute a part of this Agreement as if fully set forth herein. No term or condition of any Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject submitted by PGT will become part of this Agreement unless an authorized officer of Supplier agrees to such Purchase Order other term or condition as an amendment to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed No term or condition of any Purchase Order acceptance or acknowledgment submitted by Supplier will become part of this Agreement unless an authorized officer of PGT agrees to have accepted all Purchase Orders that are consistent with such other term or condition as an amendment to this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order date.

Purchase Orders. This Agreement applies to all Purchase Orders that ETON, and/or any Distributor shall order the Products in accordance with the terms and conditions of its current or future Affiliates, may place with LM this Agreement. Each order for the purchase of Productthe Products (a “Purchase Order”) must be submitted to Manufacturer by Distributor by email or Manufacturer’s electronic data interchange (EDI) system. The Each Purchase Order shall specify: (i) whether the order is being made in connection with the sale by Distributor to Retail Customers or to Non-Retail Customers, (ii) the quantity of the Products being ordered, (iii) the applicable Retail Minimum Price and/or Wholesale Minimum Price for the Products ordered, (iv) the price to be paid by Distributor to Manufacturer for the Products ordered, (v) payment terms granted by Manufacturer, and (vi) the requested receipt date and delivery instructions for the applicable Products ordered. Receipt dates must be during the term of this Agreement, except Distributor may request, subject to Manufacturer’s acceptance in Manufacturer’s sole and absolute discretion, a Purchase Order with a requested receipt date after the expiration or termination of this Agreement, in which case, if accepted by Manufacturer, the terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Ordersuch purchase, regardless whether but under no circumstances should such purchase be deemed to be or construed as being a renewal or extension of this Agreement or its the exclusivity rights granted to Distributor herein. The Parties agree that to the extent that any of the terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in of this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is conflict or are inconsistent with the terms or conditions of any Purchase Order submitted by Distributor, the terms and conditions of this Agreement. LM Agreement shall be deemed prevail and control to have accepted all the extent of any such conflict or inconsistency, unless the Purchase Orders that are consistent with this Agreement. Product will be delivered Order containing such conflicting or inconsistent terms and conditions is countersigned by Manufacturer, in which case the timeframe terms and conditions set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the such Purchase Order date shall prevail and (b) unless otherwise agreed by control to the Parties, extent of any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order datesuch conflict or inconsistency.

Purchase Orders. This Agreement applies Until such time as a New Third Party Manufacturer has been appointed by VIVUS, Purchaser shall purchase Product by written purchase orders (“Purchase Orders”), submitted to all VIVUS at least [**] in advance of the desired shipment date specified therein. For each [**], Purchaser shall be required to submit Purchase Orders that ETONfor at least [**] percent ([**]%) of the quantities in the Forecast for such calendar quarter submitted by Purchaser to VIVUS [**] prior to the start of such [**] (the “Binding Forecast”), and/or and VIVUS will have no obligation to supply Product in excess of [**] percent ([**]%) of the quantity specified in such Binding Forecast. Each Purchase Order shall specify, at a minimum, the applicable volume of each dosage strength of Product ordered, and the requested delivery date. Upon receipt of a Purchase Order, subject to the provisions of Section 2.1, VIVUS shall supply the Product in such quantities and deliver the Product to Purchaser (or Purchaser’s designee) on such delivery dates. VIVUS is not obligated to accept verbal orders of any of its current or future Affiliates, may place with LM kind for the purchase supply of ProductProduct hereunder. The terms and conditions of To the extent there is any conflict or inconsistency between this Agreement including those presented in all exhibits attached hereto shall apply to and any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders govern. After a New Third Party Manufacturer has been appointed by VIVUS, if any, then the lead times for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM Purchase Orders set forth above shall be deemed to have accepted a Purchase Order for which LM does shortened (but not notify ETON in writing within seven (7lengthened) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent that VIVUS has shorter lead times in its arrangement with the terms of this AgreementNew Third Party Manufacturer. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order date** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

Purchase Orders. This Agreement applies to all Purchase Orders that ETON, and/or any Product Owner shall order Products in accordance with the terms and conditions of its current or future Affiliates, may place with LM this Agreement. Each order for the purchase of ProductProducts (a “Purchase Order”) must be submitted to Manufacturer by Product Owner by email to the email address specified by Manufacturer. The Each Purchase Order shall specify (i) the quantity of Products being ordered, (ii) the price to be paid by Product Owner to Manufacturer for the Products ordered, (iii) payment terms granted by Manufacturer, and (iv) the requested receipt date and delivery instructions for the applicable Products ordered. Receipt dates must be during the term of this Agreement, except Product Owner may request, subject to Manufacturer’s acceptance in Manufacturer’s sole and absolute discretion, a Purchase Order with a requested receipt date after the expiration or termination of this Agreement, in which case, if accepted by Manufacturer, the terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Ordersuch shipment, regardless whether but under no circumstances should such shipment be deemed to be or construed as being a renewal or extension of this Agreement or its the exclusivity rights granted to Product Owner herein. The Parties agree that to the extent that any of the terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in of this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is conflict or are inconsistent with the terms or conditions of any Purchase Order submitted by Product Owner, the terms and conditions of this Agreement. LM Agreement shall be deemed prevail and control to have accepted all the extent of any such conflict or inconsistency, unless the Purchase Orders that are consistent with this Agreement. Product will be delivered Order containing such conflicting or inconsistent terms and conditions is countersigned by Manufacturer, in which case the timeframe terms and conditions set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the such Purchase Order date shall prevail and (b) unless otherwise agreed by control to the Parties, extent of any delivery date specified in a Purchase Order will such conflict or inconstancy. The price to be paid for each Product is set forth on Exhibit A. Manufacturer shall not be earlier than ninety (90) have the right to increase any price set forth on Schedule A without giving Product Owner 90 days after the Purchase Order dateprior notice of such increase.

Purchase Orders. This Agreement applies During the Term, from time to all time Customer may submit Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with LM for Products. Each Purchase Order shall specify the purchase of ProductProducts ordered and the quantity desired. The ship date for all Products ordered under this Agreement (the “Ship Date”) shall be as stated in the Purchase Order which date shall not be less than thirty (30) days and not more than sixty (60) days from the date of the Purchase Order, unless otherwise agreed to by the parties; provided, however, that Customer may state a reasonable later Ship Date in any Purchase Order which shall be honored by the Bottler. In the event of any conflict between the terms and conditions of this Agreement including and those presented in all exhibits attached hereto shall apply to any a Purchase Order, regardless whether this Agreement or its the terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in of this Agreement shall not be applicable to will govern; provided, however, if any orders for terms in the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does are in addition to, but do not notify ETON in writing within seven (7) business days after its receiptconflict with, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement, then such additional terms will apply. LM Upon receipt of a Purchase Order, Bottler shall manufacture the quantity of specified Products and all Products shall be deemed available by the applicable Ship Date. Customer may cancel or modify a Purchase Order for any reason or no reason at all until the later to have accepted all occur of: (i) the date on which Bottler purchases raw materials, components, and other supplies necessary to fulfill the subject Purchase Orders that are consistent with this Agreement. Product Order; and (ii) the date on which Bottler begins production to fulfill the subject Purchase Order, at which point such Purchase Order will be delivered in constitute a firm commitment by Customer to purchase the timeframe quantities set forth in the applicable Purchase Ordertherein; provided, however, that: (a) if that no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase cancellation shall relieve Customer from purchasing its periodic Minimum Order will not be earlier than ninety (90) days after the Purchase Order dateCommitment.

Purchase Orders. This Seller shall procure that Recipient raises a Purchase Order in the form attached to this Agreement applies as Schedule B (the “Purchase Order”) for any Services it wishes to all request from Provider. If Provider does not provide reasonable justification for not being able to accept a Purchase Order within 7 Business Days of the Recipient raising such Purchase Order in accordance with this Agreement, it shall be deemed acceptable and binding on the parties thereto, provided however, that any Purchase Orders that ETON, and/or any of its current or future Affiliates, may place raised in accordance with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply that relate to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in the Contracts that (i) any Purchase Order; are not transferred to the Purchaser or its Affiliates and (ii) any acknowledgment or sale document from LM that is inconsistent or not provided are contained in this Agreement shall not be applicable to any orders for Folder 2.17.1 titled “List of Assets (unredacted)” in the Product placed by ETON during the TermData Room as of November 28, unless expressly agreed to by the Parties in writing. LM 2023 shall be automatically deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Ordereffective; provided, however, that: (a) if no timeframe is specified the Provider provides reasonable justification for not being able to accept a Purchase Order within 7 Business Days of the Recipient raising such Purchaser Order, the Parties shall discuss in good faith. A Purchase Order shall be automatically cancelled following the transfer of the underlying Contract from Seller to Purchaser. In the event of any conflict or inconsistency between this Agreement and the terms and conditions of a Purchase Order, Product will be delivered ninety (90) days after the terms and conditions of the relevant Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order dateshall prevail.

Purchase Orders. This From time to time during the term hereof, the Company will place a written order (an “Order”) for specific Products with Contractor. Each Order will show quantities by line, price, delivery dates (each a “Delivery Date”), shipping dates and priorities and shall reference this Agreement. Contractor agrees to accept all Orders for Products that comply with the terms of this Agreement applies and that do not vary in time or more than ten percent (10%) in quantity from the rolling forecasts provided by Company to all Purchase Contractor pursuant to Section 2.5 hereof (Schedule 2.5) and cause such Products to be Manufactured in a timely manner during the term of this Agreement, provided such Orders that ETON, and/or any of its current or future Affiliates, may place with LM for are received by Contractor at least ninety (90) days prior to the purchase of Productfirst scheduled Delivery Date. The All such Orders must conform to the terms and conditions of this Agreement and shall be effective only upon being signed and marked “Accepted” by an officer or designated representative of the Contractor or acknowledged “Accepted” by electronic correspondence (including those presented in all exhibits attached hereto email) by an officer or authorized representative of Contractor. Contractor shall apply to any Purchase Order, regardless whether this Agreement either accept or its terms and conditions are expressly referenced in such Purchase reject Orders within five (5) business days following receipt of an Order. Any term Orders not accepted or condition set forth in rejected within the five (i5) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM day period shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receiptaccepted. If there are any discrepancies between this Agreement and any Orders, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the this Agreement will prevail and no other terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe or conditions set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified Orders shall apply unless agreed to in writing by the Purchase Order, Product will be delivered ninety (90) days parties. If after the Purchase execution of any Order date the Contractor becomes unable to meet any Delivery Date specifically because of the Company’s failure to perform with regard to product design or approvals, Contractor must give prompt notice of the expected delay. Company may then, at its sole option, cancel the Order or amend the Delivery Date. To amend the Delivery Date, , all such amendments must be documented in writing and (b) unless otherwise agreed must be signed by an authorized Company representative and an authorized Contractor representative. The Company shall be responsible for Contractor’s actual expenses related to the production of Products for which Orders are cancelled, including, but not limited to, the cost of materials and components purchased by the Parties, any delivery date specified in a Purchase Order will not Contractor or the Subcontractor for the Manufacture of Products covered by accepted Orders. The Company’s responsibility for such expenses shall be earlier than ninety (90) days after limited to the Purchase Order dateUnit Price of the items listed on Schedule 4.1 for each item affected by the cancellation.

Purchase Orders. This Agreement applies All purchase orders submitted by Buyer for Products and Parts (“Purchase Orders”) shall be in writing in a form acceptable to all SERCOMM. Purchase Orders that ETONshall reference this Agreement, and/or any and shall contain the following: (a) a description of its current the Products and Parts to be purchased (b) the quantity of Products and Parts to be purchased, (c) requested delivery dates with an order lead time equal to or future Affiliatesgreater than the order lead time set forth in the Special Terms, may place with LM for (d) destination, (e) confirmation of price, (f) shipping method and (g) requested ex factory date. All Purchase Orders shall be governed exclusively by the purchase of Product. The terms and conditions of this Agreement including Agreement, and any terms or provisions on Buyer’s purchase order forms or the like or SERCOMM’s acknowledgements thereof that are inconsistent with those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided contained in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writinghave no force or effect whatsoever. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receiptFurthermore, provided that LM may only reject both parties agree to implement EDI under this Agreement and EDI system is established, all Buyer “Purchase Orders” shall be submitted by Buyer or any of its representatives who has been previously authorized or designated by Buyer, and SERCOMM agrees to receive the respective Purchase Orders, by fax or Electronic Data Interchange (“EDI”). All costs incurred by both parties to implement such Purchase Order EDI system and to maintain such EDI capability shall be at either party’s sole cost, expense and risk. Buyer agrees that it shall not contest the extent it is inconsistent with validity or enforceability of EDI documents based on their electronic format. EDI documents or printouts thereof shall constitute originals when maintained in the terms normal course of business. Buyer agrees that Buyer will assume any risks and damages incurred by Buyer as a result of implementing EDI under this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order date.

Purchase Orders. This Agreement applies Distributor shall issue all purchase orders (“Purchase Order(s)”) to all Purchase Orders that ETONSeller in written form in such a manner as prescribed by Seller. By placing an order, and/or any of its current or future Affiliates, may place with LM for Distributor makes an offer to purchase Goods under the purchase of Product. The terms and conditions of this Agreement including those presented and the following commercial terms listed in all exhibits attached hereto shall apply the purchase order (“Purchase Order Transaction Terms”), and on no other terms: (a) a clear description of the Goods to be purchased; (b) the quantity of each of the Goods ordered; and (c) the desired delivery date. Except as regards to the Purchase Order Transaction Terms, any variations made to any Purchase Order, regardless whether terms and/or conditions of this Agreement or its terms and conditions are expressly referenced by Distributor in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM Order shall be deemed to void and shall have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to no effect on the extent it is inconsistent with the terms provisions or enforcement of this Agreement. LM Seller may charge Distributor its then standard small order handling charge for any Purchase Order requiring Seller to ship Goods in less than its standard box-lot quantities. Except as otherwise set forth herein, Distributor shall submit to Seller a non-refundable payment equal to 50% of any Purchase Order that is accepted by Seller within three (3) business days of receiving acceptance of such Purchase Order by Seller. In the event a Purchase Order is cancelled by the Distributor after acceptance by the Seller, then any payments made hereunder shall be deemed retained by the Seller and only a the pro-rata portion of the Purchase Order equal to the payment amount shall be delivered; provided that no Purchase Order for White Label Goods shall be cancellable. “White Label Goods” shall mean any products that have accepted all Purchase Orders that are consistent with this Agreementbeen rebranded or repackaged to appear as if it had been made by a third-party other than Seller. Product will be delivered in In the timeframe set forth in event such payment is not received by Seller within three (3) business days of the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the acceptance of Distributor’s Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a then said Purchase Order will not be earlier than ninety (90) days after the Purchase Order datedeemed canceled.

Purchase Orders. This Agreement applies to 7.1 EMC shall submit a written purchase order for all Purchase Orders that ETONProduct(s) ordered from NEI. EMC shall, and/or any during the first week of its current or future Affiliatesevery month, may place provide NEI with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any a rolling, [**]-day Purchase Order, regardless whether this Agreement or its terms cancelable and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not reschedulable only as provided in this Agreement Exhibit A. Purchase orders shall not be applicable to any orders for the Product placed by ETON during the Termspecify EMC's part numbers, unless expressly agreed to by the Parties in writingProduct(s) model numbers, quantity ordered, shipping destination, carrier, and shipment dates. LM NEI shall be deemed to have accepted a Purchase Order for which LM does not notify ETON acknowledge in writing to EMC its receipt and acceptance or rejection of such purchase order within seven [**] (7) business days after its receiptBusiness Days of NEI's receipt of each purchase order. NEI's acceptance shall neither change nor add to the provisions of this Agreement. For quantities of Products, as listed in Exhibit C, that are within EMC's forecasts, NEI shall accept such purchase orders at lead-time, provided that LM may only reject such Purchase Order to the extent it is inconsistent purchase orders comply with the terms of this Agreement. LM NEI shall establish a supply line that results in sufficient material being available to support the requested delivery dates in EMC's Rolling [**] day Purchase Order Purchase Order(s), plus upside orders, as described in Exhibit A. If, within [**] Business Days from NEI's receipt of a purchase order, EMC does not receive written notice from NEI rejecting the purchase order and specifying the reasons for such rejection, the purchase order shall be deemed to have accepted all Purchase Orders that are consistent with by NEI. In the event of a conflict between the provisions of this AgreementAgreement and the terms and conditions of EMC's purchase order, the provisions of this Agreement shall prevail. Product will Any additional terms contained in EMC's purchase orders or NEI's order acknowledgements shall not be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) binding unless otherwise agreed accepted by the Parties, any delivery date specified other party in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order datewriting.

Purchase Orders. This Agreement applies to all Purchase Orders that ETON, and/or any of its current Purchaser or future Affiliates, may place with LM for a Purchaser CM shall initiate the purchase of ProductProducts by delivery of a signed purchase order to RMI, in writing or electronically, which purchase order shall include, without limitation, the purchaser order number, Product name, specification, quantity, price and requested Delivery Date in compliance with the applicable Lead Time. The RMI shall accept and acknowledge, by delivery of a SOA to Purchaser in writing or electronically, all purchase orders within three (3) business days after receipt thereof, identifying the anticipated shipping date and Delivery Date. In the event that RMI’s anticipated Delivery Date in the SOA is inconsistent with the Delivery Date requested in the purchase order, the parties shall thereafter agree upon the date identified in the SOA or an alternative date or the purchase order issuer may cancel the purchase order with no liability or penalty. Notwithstanding the foregoing, the purchase order issuer’s unqualified acceptance of the SOA shall be deemed to have occurred in the event issuer fails to object to the SOA by written or electronic notice to RMI within 3 days following receipt of such SOA. RMI shall use its best efforts to minimize such delay by working reasonable overtime at its own expense. All purchase orders placed with RMI by Purchaser or the Purchaser CM directly and all SOAs delivered by RMI shall be subject to the terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to MPA without specific reference hereto, and any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment attached to a purchase order or sale document from LM SOA that is are inconsistent with or not provided in addition to the terms and conditions of this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM MPA shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms void and of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order dateforce or effect.

Purchase Orders. This Agreement applies to all Purchase Orders that ETON, and/or any Distributor shall order the Products in accordance with the terms and conditions of its current or future Affiliates, may place with LM this Agreement. Each order for the purchase of Productthe Products (a “Purchase Order”) must be submitted to Manufacturer by Distributor by email or Manufacturer’s electronic data interchange (EDI) system. The Each Purchase Order shall specify: (i) whether the order is being made in connection with the sale by Distributor to Retail Customers or to Non-Retail Customers, (ii) the quantity of the Products being ordered, (iii) the price to be paid by Distributor to Manufacturer for the Products ordered, (iv) payment terms granted by Manufacturer (not to be inconsistent with the requirements of this Agreement), (v) the requested receipt date and delivery instructions for the applicable Products ordered, and (vi) that the quantity of Products includes at least one (1) full container of Products (i.e., at least 504,000 units of Products, as 70 pallets of 7,200 units each pallet can be contained in a container), with any orders for any one flavor of Product being in one pallet quantity denominations (7,200 units per pallet). Receipt dates must be during the term of this Agreement, except Distributor may request, subject to Manufacturer’s acceptance in Manufacturer’s sole and absolute discretion, a Purchase Order with a requested receipt date after the expiration or termination of this Agreement, in which case, if accepted by Manufacturer, the terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Ordersuch purchase, regardless whether but under no circumstances should such purchase be deemed to be or construed as being a renewal or extension of this Agreement or its the exclusivity rights granted to Distributor herein. The Parties agree that to the extent that any of the terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in of this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is conflict or are inconsistent with the terms or conditions of any Purchase Order submitted by Distributor, the terms and conditions of this Agreement. LM Agreement shall be deemed prevail and control to have accepted all the extent of any such conflict or inconsistency, unless the Purchase Orders that are consistent with this Agreement. Product will be delivered Order containing such conflicting or inconsistent terms and conditions is countersigned by Manufacturer, in which case the timeframe terms and conditions set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the such Purchase Order date shall prevail and control to the extent of any such conflict or inconsistency (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order datebut with respect to that order only).

Purchase Orders. This Agreement applies By January 6, 2023, the Parties will have discussed and agreed on the timing for delivery of the Batches required to all be delivered hereunder in Q1 2023 and Acorda shall in connection therewith issue Purchase Orders that ETONfor such Batches by such date and they shall be attached hereto as Exhibit D. For each Batch ordered by Acorda hereunder other than the Batches required to be delivered hereunder in Q1 2023 (per above), and/or Acorda shall submit no later than [*****] prior to the COA Target Date a written purchase order (“Purchase Order”), consistent with the forecast for the applicable time period. Purchase Orders submitted to Manufacturer shall specify Acorda’s purchase order number, the volume of Supplied Product, applicable COA Target Date (which shall be no earlier than [*****] following the date on which the Purchase Order is EXECUTION VERSION submitted), and any other elements necessary to ensure the timely Manufacture and shipment of the ordered Supplied Product. Purchase Orders may be entered into under this Agreement by Acorda or, with the consent of Acorda, any of its current or future Affiliates, may place licensees, or collaboration partners. Each Purchase Order shall include the commercial capsule pricing (or Bulk Product pricing, if applicable) from Schedule 4, including but not limited to [*****] and the applicable price [*****]. The entity that executes a Purchase Order with LM Manufacturer shall be considered “Acorda” for all purposes of the Purchase Order and this Agreement and the Purchase Order shall be considered a two party agreement between Manufacturer and such entity. For clarity, Purchase Orders for Supplied Product executed by an Affiliate, licensee, or collaboration partner of Acorda shall contribute to Minimum Commitments, if any, [*****], if any, set forth under this Agreement. Acorda shall remain liable to Manufacturer for the purchase Purchase Orders placed by such entity as if such entity were Acorda. Promptly following receipt of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any a Purchase Order, regardless whether this Agreement Manufacturer shall issue a written acknowledgement (each, an “Acknowledgement”) that it accepts or its terms and conditions are expressly referenced in rejects such Purchase Order. Any term or condition set forth in (i) Manufacturer shall accept any Purchase Order; or Order up and until the Reserved Capacity has been exhausted (iiincluding accepting the Purchase Order partially) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement and shall not be applicable to unreasonably reject any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with PSD-7. The Acknowledgement shall confirm the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe COA Target Date set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed or propose to Acorda a reasonable alternative delivery date, which shall apply only if Acorda consents, at its sole discretion, to such alternative delivery date. The Parties will negotiate in good faith the acceptance by Manufacturer of any Purchase Orders in excess of the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after greater of the Purchase Order dateFirm Commitment or the Reserved Capacity for the applicable period.

Purchase Orders. This Agreement applies Suneva will issue written purchase orders to all Healeon for Products (“Purchase Orders Orders”) at least sixty (60) days prior to the requested delivery date; provided, however, that ETON, and/or any of its current or future Affiliates, may place with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted if Suneva issues a Purchase Order for which LM does not notify ETON in writing less than sixty (60) days prior to the requested delivery date, Healeon will use its commercially reasonable efforts to meet such earlier delivery date. Purchase Orders will designate the desired quantities of Products and delivery dates. Each Purchase Order will be subject to rejection by Healeon within seven five (75) business days after its receipt, provided that LM may only reject receipt of such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in that Healeon shall have the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in right to reject a Purchase Order from Suneva only to the extent that it is contrary to or inconsistent with the provisions of this Agreement. Any Purchase Order that is consistent with the provisions of this Agreement, including without limitation, this Section 3.1, and has not been expressly rejected in writing within such five (5) business day period shall be deemed accepted by Healeon. Suneva may not cancel all or any portion of Products quantity of an accepted Purchase Order without Healeon’s prior written approval, which approval will not unreasonably be earlier than ninety (90) days after withheld. In such case, should production of the Products referenced by such Purchase Order date.have begun, Suneva shall be financially responsible for the fully-burdened cost to Healeon if it is unable to resell all or any portion of the lot(s) that is the subject of the cancelled Purchase Order(s). All Purchase Orders will be deemed to incorporate all of the terms and conditions in this Agreement. The parties agree that the terms and conditions contained in this Agreement shall prevail over any terms and conditions of any such Purchase Order or related acknowledgment form or other instrument. SUNEVA

Purchase Orders. This Agreement applies Each delivery of Products hereunder will be initiated by written or electronic purchase orders (collectively, "Purchase Orders") submitted by Purchaser to all Purchase Orders Seller via mail, facsimile or through electronic data interface ("EDI"), provided that ETON, and/or any of its current or future Affiliates, may place such EDI submission shall be pursuant to and in accordance with LM for the purchase of Product. The terms and conditions of a separate EDI agreement that the parties shall enter into for this Agreement including those presented in all exhibits attached hereto shall apply to purpose. Seller will acknowledge any Purchase OrderOrder in writing as soon as reasonably possible, regardless whether this Agreement or its terms and conditions are expressly referenced but in no event later than ten (10) business days after the date of receipt of such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable Failure to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM respond within such period shall be deemed to have accepted a an acceptance of such Purchase Order. Each Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM issued hereunder shall automatically be deemed to have accepted include, without the necessity of reference or incorporation, all the terms and provisions of this Agreement unless Purchaser and Seller otherwise agree in writing executed by both parties. The preprinted terms and conditions on the face and reverse of each Purchase Orders Order form shall automatically be deemed to be deleted and inapplicable without the necessity of a statement to that are consistent with this Agreement. Product will be delivered in effect on the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in face of the Purchase Order. Each Purchase Order shall contain a complete list of the Products covered by the order specifying quantity, part or assembly number, description for each part or assembly number, the price of each Product, any additional charges and costs, the total amount payable by Purchaser exclusive of taxes and transportation charges, the location to which each Product will is to be delivered ninety (90) days after and its requested delivery date. Based upon the Purchase Order date and (b) unless otherwise agreed by forecasts received Seller agrees to maintain an ongoing supply equal to one months forecast to minimize lead-time in the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order dateevent Purchaser requires advanced deliveries.

Purchase Orders. This Agreement applies For each specified quantity of the Products, Xxxxxx BVBA and Rogers, as applicable (each, an “Ordering Party”) shall deliver to all Purchase Orders that ETON, and/or any of its current Induflex a purchase order. Whether or future Affiliates, may place with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are not expressly referenced in such Purchase Order. Any term purchase order, all sales of Product from Induflex hereunder shall be subject to Xxxxxx’ Belgian Terms and Conditions of Purchase, set forth as Exhibit A and/or Exhibit B hereto, unless otherwise agreed in writing by the Parties, or condition unless otherwise expressly set forth in this Agreement. The provisions of said Exhibit A and/or Exhibit B shall be incorporated into this Agreement as though expressly set forth herein. The Ordering Party shall reference this Agreement on each purchase order, and shall specify the following information: (ia) the purchase order number, (b) quantity of Products desired, (c) the locations to which the Products are to be delivered, (e) whether delivery of the Products will be made in one shipment or in installments, and (d) the dates for delivery for the one shipment or each installment. No terms or conditions included in any Purchase Orderpurchase order, acknowledgement or other transmittal, whether on a standard business form or otherwise utilized by an Ordering Party or Induflex in connection with the sale of the Products, which are in conflict with any provision of this Agreement, Exhibit A or Exhibit B hereto shall be valid; nor shall any such terms or conditions shall be construed or deemed to be an amendment of or supplement to this Agreement or otherwise binding on such Ordering Party or Induflex. Within ten (ii10) business days of receipt of any acknowledgment or sale document from LM that is inconsistent or purchase order, Induflex shall confirm acceptance of the purchase order, unless either (a) a term of the purchase order, not provided in this Agreement or in Exhibit A hereto, is not reasonably acceptable to Induflex, in which case, within such time period, Induflex shall not be applicable notify the Ordering Party of the reason therefor, and, if possible, shall offer to accept the purchase order without that term; or (b) Induflex has insufficient quantities of the Products available, in which case Induflex shall provide a notice to the Ordering Party within such time period stating same and modifying the purchase order to reflect the quantity which Induflex can provide. In the event that Induflex fails to either accept or reject (to the extent permitted herein) any orders for purchase order within said ten (10) days, the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM purchase order shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order dateaccepted.

Purchase Orders. This Agreement applies Distributor shall issue all purchase orders (“Purchase Order(s)”) to all Purchase Orders that ETONSeller in written form in such a manner as prescribed by Seller. By placing an order, and/or any of its current or future Affiliates, may place with LM for Distributor makes an offer to purchase Goods under the purchase of Product. The terms and conditions of this Agreement including those presented and the following commercial terms listed in all exhibits attached hereto shall apply the purchase order (“Purchase Order Transaction Terms”), and on no other terms: (a) a clear description of the Goods to be purchased; (b) the quantity of each of the Goods ordered; and (c) the desired delivery date, subject to production line schedules of Seller or the manufacturer of the Goods. Except as regards to the Purchase Order Transaction Terms, any variations made to any Purchase Order, regardless whether terms and/or conditions of this Agreement or its terms and conditions are expressly referenced by Distributor in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM Order shall be deemed to void and shall have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to no effect on the extent it is inconsistent with the terms provisions or enforcement of this Agreement. LM Seller may charge Distributor its then standard small order handling charge for any Purchase Order requiring Seller to ship Goods in less than its standard box-lot quantities. Except as otherwise set forth herein, Distributor shall submit to Seller a non-refundable payment equal to 50% of any Purchase Order that is accepted by Seller within three (3) business days of receiving acceptance of such Purchase Order by Seller. In the event a Purchase Order is cancelled by the Distributor after acceptance by the Seller, then any payments made hereunder shall be deemed retained by the Seller and only a the pro-rata portion of the Purchase Order equal to the payment amount shall be delivered; provided that no Purchase Order for White Label Goods shall be cancellable. “White Label Goods” shall mean any products that have accepted all Purchase Orders that are consistent with this Agreementbeen rebranded or repackaged to appear as if it had been made by a third-party other than Seller. Product will be delivered in In the timeframe set forth in event such payment is not received by Seller within three (3) business days of the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the acceptance of Distributor’s Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a then said Purchase Order will not be earlier than ninety (90) days after the Purchase Order datedeemed canceled.

Purchase Orders. This Agreement applies Supplier shall sell the Products to Purchaser in accordance with all of the terms, conditions and specifications contained in orders received by Supplier from Purchaser from time to time, if such terms, conditions and specifications are accepted by Supplier, which acceptance shall not be unreasonably withheld. Each order from Purchaser will be submitted by written or electronic purchase order specifying the quantity of each Product being ordered (each, a "Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with LM for Order"). Each Purchase Order is subject to and limited by the purchase of Product. The terms and conditions set forth in Purchaser's standard purchase order, a copy of this Agreement including those presented in all exhibits which is attached hereto as Exhibit B, as such purchase order may be amended from time to time by Purchaser (the "Standard Purchase Order") with the consent of Supplier, which consent shall apply not be unreasonably withheld. If any Purchase Order is delivered to any Supplier by Purchaser which does not contain the terms and conditions set forth in the Standard Purchase Order, regardless whether this Agreement or its which contains terms and conditions are expressly referenced in such Purchase Order. Any term or condition that conflict with those set forth in (i) any the Standard Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM such Purchase Order shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with contain the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe and conditions set forth in the applicable Standard Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will . Purchaser shall not be earlier than ninety (90) days after the Purchase Order daterequired to order or purchase any specific quantity of any Product. PURCHASER HEREBY OBJECTS TO ANY TERMS IN ANY PURCHASE ORDER OR ACCEPTANCE FORMS OR ANY OTHER DOCUMENTS TRANSMITTED ON BEHALF OF SUPPLIER THAT CONFLICT WITH OR ARE NOT CONTAINED IN THE TERMS OF THE STANDARD PURCHASE ORDER, UNLESS THE WRITTEN CONSENT OF PURCHASER IS FIRST OBTAINED.

Purchase Orders. This Agreement applies Except to all the extent the Parties may otherwise agree with respect to a particular shipment, the Products shall be ordered by Company pursuant to written Purchase Orders that ETONconsistent with the forecasts as described in Sections 4.1 and 4.2 above, and/or any of its current or future Affiliates, may place with LM for which shall be sent to Supplier not less than *** (***) days prior to the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced Delivery Dates specified in such Purchase OrderOrders. Any term or condition Purchase Order requesting quantities of any Product that is consistent with a properly delivered Rolling Forecast shall be deemed accepted by Supplier. If a Purchase Order is for a quantity in excess of the amount set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Terma properly delivered Rolling Forecast, unless expressly agreed to by the Parties in writing. LM then Supplier shall be deemed to have accepted such Purchase Order amount up to the proper amount, and any amount in excess thereof shall be accepted only upon written acknowledgment by Supplier that it agrees to supply the additional amount. Once accepted by Supplier, a Purchase Order is firm and may not be cancelled or modified without the consent of both Parties. API Supply Agreement – EXECUTION VERSION 9 Each Purchase Order must be submitted with either (i) a certificate of available Procurement Quota or a completed DEA Form 222 on a Product by Product basis or (ii) specify on a Product by Product basis the amounts that are contingent upon receipt of available Procurement Quota. In the event that Company specifies that all or a portion of any Product submitted for a Purchase Order is contingent upon receipt of Procurement Quota by it of its Contract Manufacturer, only the portion of such Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receiptProcurement Quota is available shall be binding upon Supplier, provided that LM may only reject and with respect to any portion of such Purchase Order for which Procurement Quota is not available, the supply and purchase thereof, including but not limited to the extent it is inconsistent with the terms of this Agreement. LM delivery dates, shall be deemed subject to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order dateArticle 15.

Purchase Orders. This Agreement applies to all On or before the fifth (5th) business day of each [*] during the term of this Agreement, Radius shall give and place with Xxxxxx, on a rolling [*] basis, Purchase Orders that ETONfor at least [*], and/or any and, during the Market Launch Phase, for at least [*], of its current or future Affiliates, may place with LM the Demand forecasted for the purchase Flexible Period that has then-become the Fixed Period. For clarity, Purchase Orders for less than the amount described in the preceding sentence shall not result in any obligation of Radius to compensate Xxxxxx other than as set forth in Section 3.5(b) or Section 3.5(c), as applicable. Purchase Orders specifying the quantities of either the Cartridges and the Pens, or of the Finished Products, as applicable, and delivery date desired by Radius, shall be placed by Radius at least [*] prior thereto, for Cartridges and Pens, or [*] prior thereto for Finished Product, following approval of the Forecast. The terms Demand for the Fixed Period, if in accordance with Section 3.5, shall be deemed, subject to Section 3.5(e) below, to be ordered by a binding Purchase Order that does not need to be accepted by, and conditions cannot be rejected by, Xxxxxx. Purchase Orders for Demand not in accordance with Section 3.5 shall be confirmed or rejected by Xxxxxx, in its sole discretion, by notice in writing to Radius within ten (10) business days of this Agreement including those presented in all exhibits attached hereto shall apply to any receipt of the respective Purchase Order. If a Purchase Order is provided by an authorized representative of Radius, Xxxxxx may fully rely thereon without independent investigation and such Purchase Order, regardless whether this Agreement or its terms if and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement as confirmed by Xxxxxx, shall not be applicable to any orders valid for the Product placed by ETON during purpose of confirming quantities and Delivery Dates of either the TermCartridges and the Pens, unless expressly agreed to by or the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the Purchase Order date and (b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order dateFinished Products.

Purchase Orders. This All purchases pursuant to this Agreement applies shall be made by means of a purchase order issued from time to time by LMT and accepted in writing by VPC (each a "Purchase Order"). Unless otherwise agreed by the Parties, each Purchase Order shall be in the form of a written or electronic communication and shall contain the following information: (i) a reference to the Quote pursuant to which the Purchase Order has been issued and a statement by LMT that except as specifically set forth in the Purchase Order, LMT has accepted all Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) the Quote, including without limitation the estimated Licensed Component Production Cost and LMT Xxxx-Up for any Purchase OrderLicensed Production Components, and/or the prices, charges and fees to be charged by VPC to LMT for any other Product(s), the payment terms to be offered to Customer, and the warranty terms for the warranty to be offered by LMT to the Customer; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during part number of the Term, unless expressly agreed to Product(s) as assigned by the Parties in writing. LM shall Quote and the Parties’ agreed upon classification of the Product(s) as (a) Non-Production Products, (b) Licensed Production Components, or (c) Conventional Products; (iii) the quantity of Product(s) ordered; (iv) the requested delivery date or shipping schedule of the Product(s); (v) delivery instructions, including the location to which the Product(s) are to be deemed shipped and the method of shipment and name of a carrier that will accept delivery Ex Works VPC’s manufacturing facility (if no carrier is specified, VPC may but is not required to have accepted select a carrier); (vi) a reference to this Agreement; and (vii) a Purchase Order number for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreementbilling purposes. LM VPC shall be deemed to have accepted accept all Purchase Orders that are consistent with a Quote that had not expired and was not withdrawn by VPC at the time the Purchase Order was received. VPC may reject any Purchase Order that is inconsistent with the Quote or for which the Quote had expired or been withdrawn at the time the Purchase Order was received. Any Purchase Order that is not accepted by VPC within five (5) business days of receipt shall be deemed to have been rejected by VPC. The terms of this Agreement. Product will Agreement shall be delivered in the timeframe set forth in the applicable deemed incorporated into and made a part of each Purchase Order; provided. Any terms appearing in any Purchase Order, howeveror in any acknowledgment or acceptance of a Purchase Order, that: (a) if no timeframe is specified that differ from or are in addition to the terms of this Agreement and/or the terms to be included in the Purchase OrderOrder as specified in this Section shall be void, Product will be delivered ninety (90) days after unless and only to the Purchase Order date and (b) unless otherwise agreed extent such terms are specifically acknowledged in writing by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order dateParties as constituting an amendment to this Agreement.

Purchase Orders. This Agreement applies Buyer must submit a written purchase order(s) (the “Purchase Order(s)”) to all Purchase Orders Seller for Buyer’s requirements of Materials. Buyer acknowledges that ETON, and/or any Seller’s typical manufacturing cycle time from the date of its current or future Affiliates, may place with LM for the purchase receipt and acceptance of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing is [*], meaning that from the time the Purchase Order is received and [*] Certain information on this page has been omitted and filed separately with the Securities & Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. accepted by Seller, it will be a minimum of [*] before the manufacture of the quantity of Materials covered by a Purchase Order is complete. Any Purchase Order that Buyer wishes to place with Seller shall be submitted by post/regular mail, facsimile or any other mutually agreed upon manner. Seller shall send its written confirmation of receipt of each Purchase Order from Buyer within seven (7) business days after from the date of receipt by Seller of the Purchase Order. If Buyer claims that no such confirmation was received, and Seller is able to demonstrate from its receiptrecords that one was sent, provided that LM may only reject then the Purchase Order(s) shall be considered accepted. Seller’s failure to notify Buyer of Seller’s rejection of a Purchase Order shall constitute Seller’s acceptance of such Purchase Order. Each Purchase Order submitted by Buyer must contain a proposed delivery date. If Seller is unable to meet the extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be delivered in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified proposed delivery date contained in the Purchase Order, Product Seller will be delivered ninety (90) days after duly note such in its confirmation of receipt of the Purchase Order date Order, and (b) unless otherwise agreed by the Parties, any Seller and Buyer will agree on a new delivery date specified in a Purchase Order will not be earlier than ninety (90) days after writing. Each Party shall have the right to require correction of obvious calculation and typing errors in the Purchase Order dateOrder(s).

Purchase Orders. This Agreement applies to all Purchase Orders that ETON, and/or any Distributor shall order Products in accordance with the terms and conditions of its current or future Affiliates, may place with LM this Agreement. Each order for the purchase of ProductProducts (a “Purchase Order”) must be submitted to Manufacturer by Distributor by email. The Each Purchase Order shall specify (i) the quantity of Products being ordered, (ii) the price to be paid by Distributor to Manufacturer for the Products ordered, (iii) payment terms granted by Manufacturer, and (iv) the requested receipt date and delivery instructions for the applicable Products ordered. Receipt dates must be during the term of this Agreement, except Distributor may request, subject to Manufacturer’s acceptance in Manufacturer’s sole and absolute discretion, a Purchase Order with a requested receipt date after the expiration or termination of this Agreement, in which case, if accepted by Manufacturer, the terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Ordersuch shipment, regardless whether but under no circumstances should such shipment be deemed to be or construed as being a renewal or extension of this Agreement or its the exclusivity rights granted to Distributor herein. The Parties agree that to the extent that any of the terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in of this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is conflict or are inconsistent with the terms or conditions of any Purchase Order submitted by Distributor, the terms and conditions of this Agreement. LM Agreement shall be deemed prevail and control to have accepted all the extent of any such conflict or inconsistency, unless the Purchase Orders that are consistent with this Agreement. Product will be delivered Order containing such conflicting or inconsistent terms and conditions is countersigned by Manufacturer, in which case the timeframe terms and conditions set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the such Purchase Order date shall prevail and (b) unless otherwise agreed by control to the Parties, extent of any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order datesuch conflict or inconstancy.

Purchase Orders. This Agreement applies to all Purchase Orders that ETON, and/or any Distributor shall order Products in accordance with the terms and conditions of its current or future Affiliates, may place with LM this Agreement. Each order for the purchase of ProductProducts (a “Purchase Order”) must be submitted to Manufacturer by Distributor by email or Manufacturer’s electronic data interchange (EDI) system. The Each Purchase Order shall specify (i) whether the order is being made in connection with the sale by Distributor to Retail Customers or to Non-Retail Customers, (ii) the quantity of Products being ordered, (iii) the applicable Retail Minimum Price and/or Wholesale Minimum Price for the Products ordered, (iv) the price to be paid by Distributor to Manufacturer for the Products ordered, (iv) payment terms granted by Manufacturer, and (v) the requested receipt date and delivery instructions for the applicable Products ordered. Receipt dates must be during the term of this Agreement, except Distributor may request, subject to Manufacturer’s acceptance in Manufacturer’s sole and absolute discretion, a Purchase Order with a requested receipt date after the expiration or termination of this Agreement, in which case, if accepted by Manufacturer, the terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Ordersuch shipment, regardless whether but under no circumstances should such shipment be deemed to be or construed as being a renewal or extension of this Agreement or its the exclusivity rights granted to Distributor herein. The Parties agree that to the extent that any of the terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in of this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the extent it is conflict or are inconsistent with the terms or conditions of any Purchase Order submitted by Distributor, the terms and conditions of this Agreement. LM Agreement shall be deemed prevail and control to have accepted all the extent of any such conflict or inconsistency, unless the Purchase Orders that are consistent with this Agreement. Product will be delivered Order containing such conflicting or inconsistent terms and conditions is countersigned by Manufacturer, in which case the timeframe terms and conditions set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Purchase Order, Product will be delivered ninety (90) days after the such Purchase Order date shall prevail and (b) unless otherwise agreed by control to the Parties, extent of any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order datesuch conflict or inconstancy.