Common use of Firm Orders Clause in Contracts

Firm Orders. On a rolling basis during the term of the Product Agreement, Client will issue an updated [***] forecast on or before the [***]. This forecast will start on [***]. Unless otherwise agreed in the Product Agreement, the first [***] of this updated forecast will be considered binding firm orders. Concurrent with the [***] forecast, Client will issue a new firm written order in the form of a purchase order or otherwise (“Firm Order”) by Client to purchase and, when accepted by Patheon, for Patheon to manufacture and deliver the agreed quantity of the Products. The Delivery Date will not be less than [***] following the date that the Firm Order is submitted. Firm Orders submitted to Patheon will specify Client's purchase order number, quantities by Product type, monthly delivery schedule, and any other elements necessary to ensure the timely manufacture and shipment of the Products. The quantities of Products ordered in those written orders will be firm and binding on Client and may not be reduced by Client. Further, for [***] of the [***] forecast, Client commits that its Firm Orders for each of those months will be no less than [***], respectively, of the forecasted amounts for [***]. If Client orders less than the agreed volume, the parties will meet to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or as otherwise provided for in the applicable Product Agreement. The forgoing shall be Patheon’s sole and exclusive remedy for Client’s failure to meet the Firm Order commitment. No amounts shall be payable to Patheon if Client is unable to make the Firm Order commitment because of Force Majeure or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make [***] of the forecasted amounts available to Client, and will reserve [***] of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints in relation to Client’s forecasts and/or changes in Client’s demands.

Firm Orders. On a rolling basis during the term 3.3.1. The Company agrees to supply to Sandoz [*] quantities of the Product Agreement, Client will issue an updated [***] forecast on ordered by Sandoz pursuant to one or before the [***]. This forecast will start on [***]. Unless otherwise agreed more purchase orders issued in the Product Agreement, the first [***] of this updated forecast will be considered binding firm orders. Concurrent accordance with the [***] forecastterms and conditions hereof (each, Client will issue as accepted by the Company in accordance with Section 3.3.2, a new firm written order in the form of a purchase order or otherwise (“Firm Order”) ). Sandoz shall issue Firm Orders to the Company for the purchase of the quantities described therein, and upon acceptance by Client the Company in accordance with Section 3.3.2, each Firm Order shall be considered a binding, non-cancellable commitment upon the Company to produce and deliver such quantities of Product on the delivery dates described therein and upon Sandoz to purchase andand pay for such quantities of Product. 3.3.2. The Company shall confirm to Sandoz all Firm Orders, when accepted by Patheonincluding quantities, pricing, commercial terms, and delivery dates, in writing within [*] after receipt (or within a reasonable period of time after receipt for Patheon to manufacture and deliver the agreed quantity orders in excess of the ProductsFirm Commitment). Any such confirmation shall either confirm the delivery date set out in the Firm Order or provide a reasonable alternative delivery date. Any Firm Orders not expressly accepted or rejected by the Company shall be deemed to have been accepted. The Delivery Date Company may reject any Firm Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, that the Company shall [*] to supply Sandoz with quantities of Product which are in excess of the quantities specified in the Firm Commitment, subject to [*]. For clarity, the Company will not be less than considered in breach or default if it does not supply quantities of Product which are in excess of the quantities specified in the Firm Commitment after [**]. [*] following designates portions of this document have been omitted pursuant to a request for confidential treatment filed separately with the date that the Commission. Confidential treatment has been required with respect to this omitted information. 3.3.3. Sandoz shall provide each Firm Order is submittedto the Company concurrently with the submission of each Rolling Forecast, and (a) with respect to Product quantities for Launch at least [*] prior to the delivery date specified therein and (b) with respect to all subsequent quantities of Product, at least [*] prior to the delivery date specified therein. Each Firm Orders submitted to Patheon will specify Client's Order shall specify: (i) purchase order number, ; (ii) the name and quantities of the Product to be purchased by Product type, monthly and supplied to Sandoz; (iii) the delivery schedule, dates and shipping instructions with respect thereto; (iv) Supply Price of the Product; (v) payment terms; and (vi) any other elements necessary to ensure the timely manufacture production and shipment delivery of the ProductsProduct. The quantities of Products ordered Each Firm Order shall constitute a contract, and the Parties shall comply in those written orders will be firm and binding on Client and may not be reduced by Client. Furtherall respects with the obligations set forth therein including, for [***] without limitation, the obligation of the [***] forecastCompany to deliver the Product on the delivery date set forth in the Firm Order; provided, Client commits however, that its Firm Orders except for each the information specified in clauses (ii) and (iii) of those months will be no less than [***]this Section, respectivelythe supply, purchase and sale of the forecasted amounts for [***]. If Client orders less than the agreed volume, the parties will meet to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or as otherwise provided for in the applicable Product Agreement. The forgoing Products shall be Patheon’s sole governed solely by this Agreement and exclusive remedy for Client’s failure to meet the any additional or contrary terms or provisions contained in any Firm Order commitment. No amounts Order, purchase order or similar form or invoice or acknowledgment shall be payable to Patheon if Client is unable to make the Firm Order commitment because of Force Majeure void and have no force or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make [***] of the forecasted amounts available to Client, and will reserve [***] of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints in relation to Client’s forecasts and/or changes in Client’s demandseffect.

Firm Orders. On a rolling basis during or before the term of the Product Agreement, Client will issue an updated [***] forecast on or before the [* of each ***]. This forecast will start on [***]. Unless otherwise agreed in the Product Agreement, the first [***] of this updated forecast will be considered binding firm orders. Concurrent with the [***] forecast, Client will shall issue a new firm written order in the form of a purchase order or otherwise (“Firm Order”) by Client to purchase and, when accepted by Patheon, for Patheon to manufacture and deliver the agreed quantity Manufacturing in respect of the Products. The Delivery Date will Products to be produced and delivered to the Client on one or more dates not be less than [than***] * from the first day of the calendar month immediately following the date that the Firm Order is submittedsubmitted (each, a “Delivery Date”). Such Firm Orders submitted to Patheon will shall specify the Client's ’s Manufacturing purchase order number, quantities by Product type, monthly delivery schedule, shipment location and any other elements necessary to ensure the timely manufacture production and shipment of the Products. The quantities of Products ordered in those written orders will such Firm Orders shall be firm and binding on Client and may not be reduced by Client. Further, for [***] *. If Client cancels any or part of the [a Firm Order, Client shall be responsible for ***] forecast* of such cancelled part of a Firm Order, provided that if Client commits informs Patheon at any time during the **** of this Agreement, at **** prior to the Delivery Date of any Firm Order, that it would like to cancel any or part of such Firm Order, then ****. ****. Patheon shall indicate its acceptance of Firm Orders for the Product by promptly acknowledging acceptance of each of those months will be no less than [Firm Order in writing within ***]* of its receipt; each such acceptance shall include, respectivelysubject to Client confirmation, the Delivery Date for the Product ordered. The agreed upon Delivery Date may be amended from time to time by written agreement of the forecasted amounts parties, with the newly agreed upon date becoming the new Delivery Date. For the avoidance of doubt, Patheon will accept all Firm Orders submitted by the Client for [Product so long as ***]*. If Client orders less than the agreed volume, the parties will meet to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or as otherwise provided for in the applicable Product Agreement. The forgoing shall be Patheon’s sole and exclusive remedy for Client’s failure to meet the Firm Order commitment. No amounts shall be payable to Patheon if Client is unable to make the Firm Order commitment because of Force Majeure or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make [* ***] of the forecasted amounts available to Client, and will reserve [*CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ***] *. All Firm Orders will be deemed to incorporate all of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints the terms and conditions in relation to Client’s forecasts and/or changes in Client’s demandsthis Agreement.

Firm Orders. On a rolling basis during the term The volume requirements for each Product as set forth for each of the first four (4) months of each such rolling forecast shall be a binding commitment to purchase the specified volumes of Product Agreement, Client will issue an updated [***] forecast on or before (each such four-month period shall be referred to herein as the [***]. This forecast will start on [***]. Unless otherwise agreed in the Product Agreement, the first [***] of this updated forecast will be considered binding firm orders. Concurrent with the [***] forecast, Client will issue a new firm written order in the form of a purchase order or otherwise (“Firm Order”) by Client to purchase and). Each requirement in the Firm Order shall specify the volumes of Products ordered, when accepted by Patheon, the Delivery Date and the destination for Patheon to manufacture and deliver the agreed quantity delivery of the Products. The Firm Orders may be delivered electronically or by other means to such location as Adolor shall designate. Adolor shall acknowledge and provide GSK with a written acceptance of each Firm Order within five (5) Business Days following Adolor’s receipt thereof. Adolor may reject only that portion of any Firm Order that it shall be unable to fill (a) due to a Force Majeure Event, (b) due to a shortage of API Compound, subject to allocation pursuant to Section 2.4, or (c) that is otherwise inconsistent with the rolling forecast. Adolor shall be obligated to make such Products available on the Delivery Date will specified by GSK, provided that Adolor shall be entitled to deliver such Products any time within the three (3) day period prior to the Delivery Date. Subject to Section 3.5.1, in the event that Adolor shall not be less than [***] following able to make Product volumes available by the date that Delivery Date specified in a Firm Order, Adolor shall notify GSK within two (2) Business Days of its discovery of its inability to comply with the Firm Order is submittedterms of this Section 2.2. Firm Orders submitted to Patheon will specify Client's purchase order number, quantities by Product type, monthly delivery schedule, and any other elements necessary to ensure the timely manufacture and shipment of the Products. The quantities of Products ordered in those written orders will be firm and binding on Client and may not be reduced by Client. Further, for [***] of the [***] forecast, Client commits that its Firm Orders for each of those months will be no less than [***], respectively, of the forecasted amounts for [***]. If Client orders less than the agreed volume, the parties will meet to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or Except as otherwise provided for in the applicable Product this Agreement. The forgoing , all Firm Orders shall be Patheon’s sole binding on Adolor and exclusive remedy GSK. GSK shall issue Firm Orders to Adolor not less than one hundred twenty (120) days prior to the earliest requested Delivery Date for Client’s failure any Products to meet be shipped pursuant to such Firm Order. Other than terms respecting quantity, Delivery Date, shipment method and destination, the terms and conditions of any Firm Order commitment. No amounts submitted by GSK, or written acceptance thereof by Adolor shall be payable of no force and effect, whether or not objected to Patheon if Client is unable to make the by Adolor or GSK, and nothing in any such Firm Order commitment because or written acceptance shall supercede the terms and conditions of Force Majeure this Agreement, the Collaboration Agreement or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make [***] of the forecasted amounts available to Client, and will reserve [***] of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints in relation to Client’s forecasts and/or changes in Client’s demandsQuality Agreement.

Firm Orders. On a rolling basis during the term of the Product Agreement, Client will issue an updated [***] forecast on or before the [***]. This forecast will start on [***]. Unless otherwise agreed in the Product Agreement, the first [***] of this updated forecast will be considered binding firm orders. (i) Concurrent with the [***] forecastdelivery of the then-current Rolling Forecast, Client VF will issue a new firm written order in the form of a purchase order (specifying the Delivery Date or otherwise Delivery Dates that are at least [***] days after the date of the respective purchase order) (“Firm Order”) by Client for deliveries of the Bulk Drug Products to purchase andVF, when ensuring that CCX always has at least [***] days lead-time to deliver Bulk Drug Product to VF. When accepted by PatheonCCX as specified below, such Firm Order for Patheon CCX to manufacture Manufacture and deliver the agreed quantity of the Bulk Drug Products. The Delivery Date will not be less than In case of first launch, at least [***] following calendar days prior to the date that requested initial Shipping Date of Bulk Product or as soon as practicable after the Firm Order is submittedEffective Date of this Agreement, VF shall place an initial purchase order. CCXI will confirm receipt of such request and will use commercially reasonable efforts to accept and fulfill such purchase order. (ii) Firm Orders submitted to Patheon CCX will specify Client's VF’s purchase order number, quantities by Bulk Drug Product type, monthly delivery scheduleDelivery Date, and any other elements necessary to ensure the timely manufacture and shipment of the Productsdelivery location. The quantities of Bulk Drug Products ordered and Delivery Dates in those written orders Firm Orders will be firm and binding on Client VF and CCX (unless rejected under Section 5.1(d)) and may not be reduced by ClientVF or CCX except as expressly permitted in this Agreement. Further, for [***] of the [***] forecast, Client commits that its Expedited Firm Orders for each of those months will be no less than [***]subject to additional fees as agreed in writing by the Parties. (iii) If and when VF applies for a tender of Product to a Governmental Authority or if VF prepares for a launch of Product in a country, respectivelyor if VF requires Product prior to a launch date due to e.g., regulatory requirements as part of a submission, VF shall notify CCXI in writing and provide to CCXI information relating to the forecasted amounts anticipated volumes to be supplied under such tender or launch and the timing for [***]deliveries thereunder. If Client orders less than the agreed volumeIn such events, the parties Parties will meet discuss in good faith reasonable mechanisms for CCXI to discuss how provide supply of Product for such tender or launch The Parties agree that lead times for such orders related to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or as otherwise provided for in the applicable Product Agreement. The forgoing shall be Patheon’s sole and exclusive remedy for Client’s failure to meet the Firm Order commitment. No amounts shall be payable to Patheon if Client is unable to make the Firm Order commitment because of Force Majeure or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make [***] of the forecasted amounts available to Client, and will reserve [***] of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints in relation to Client’s forecasts a tender and/or changes in Client’s demandsa launch may have shorter lead times than regular orders.

Firm Orders. On a rolling basis during or before the term of the Product Agreement, Client will issue an updated [***] forecast on or before the [* of each ***]. This forecast will start on [***]. Unless otherwise agreed in the Product Agreement, the first [***] of this updated forecast will be considered binding firm orders. Concurrent with the [***] forecast, Client will shall issue a new firm written order in the form of a purchase order or otherwise (“Firm Order”) by Client to purchase and, when accepted by Patheon, for Patheon to manufacture and deliver the agreed quantity Manufacturing in respect of the Products. The Delivery Date will Products to be produced and released to the Client on one (1) or more dates not be less than [***] * from the first day of the calendar month immediately following the date that the Firm Order is submittedsubmitted (each, a “Delivery Date”). For clarity, Products will be placed at Client’s disposal for collection by Client’s carrier on the date of release by Patheon Quality Control. Such date of Patheon Quality Control release shall be deemed to be the Delivery Date. Such Firm Orders submitted to Patheon will shall specify the Client's ’s Manufacturing purchase order number, quantities by Product type, monthly delivery schedule, shipment location and any other elements necessary to ensure the timely manufacture production and shipment of the Products. The quantities of Products ordered in those written orders will such Firm Orders shall be firm and binding on Client and may not be reduced by Client. Further, for [***] of *. In the [event that Client cancels ***] forecast* CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. any or part of a Firm Order, Client commits shall be responsible for **** of such cancelled part of a Firm Order, provided that if Client informs Patheon at any time during the **** of this Agreement, at **** prior to the commencement of dispensing, that it would like to cancel any or part of such Firm Order, then ****. Patheon shall indicate its acceptance of Firm Orders for the Product by promptly acknowledging acceptance of each of those months will be no less than [Firm Order in writing within ***]* of its receipt; each such acceptance shall include, respectivelysubject to Client confirmation, the Delivery Date for the Product ordered. The agreed upon Delivery Date may be amended from time to time by written agreement of the forecasted amounts parties, with the newly agreed upon date becoming the new Delivery Date. For the avoidance of doubt, Patheon will accept all Firm Orders submitted by the Client for [Product so long as ***]*. If Client orders less than the agreed volume, the parties All Firm Orders will meet be deemed to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or as otherwise provided for in the applicable Product Agreement. The forgoing shall be Patheon’s sole and exclusive remedy for Client’s failure to meet the Firm Order commitment. No amounts shall be payable to Patheon if Client is unable to make the Firm Order commitment because of Force Majeure or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make [***] incorporate all of the forecasted amounts available to Client, terms and will reserve [***] of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints conditions in relation to Client’s forecasts and/or changes in Client’s demandsthis Agreement.