Common use of Forecasts and Orders Clause in Contracts

Forecasts and Orders. 5.1 During the term of this Agreement, Baxter will submit to Oravax, the Baxter Requirements Schedules including any Product required by Baxter to carry out clinical trials. The first Baxter Requirements Schedule shall be submitted to Oravax twelve (12) calendar months before Baxter anticipates requiring the Manufacture of Products and shall cover twelve (12) calendar months. Thereafter Baxter Requirements Schedules will be submitted each month by no later than the tenth (10th) day of each calendar month, specifying B▇▇▇▇▇’▇ anticipated requirements for each Product in calendar monthly periods for the relevant twelve (12) month period covered by Baxter Requirements Schedule. 5.2 The first Baxter Requirements Schedule submitted to Oravax shall be accompanied by purchase orders covering the Firm Period of such Baxter Requirements Schedule. All subsequent Baxter Requirements Schedules submitted shall be accompanied by purchase orders covering the relevant amount of each Product indicated as being required in the last month of the Firm Period. 5.3 Other than during the first four (4) months of the first Baxter Requirements Schedule for which Baxter and Oravax shall take Exhibit A into consideration, Oravax shall accept any purchase order received by Baxter which is in accordance with the Baxter Requirements Schedule and Oravax shall deliver such Product as soon as is reasonably practicable to Baxter (“Delivery Date”). Oravax shall deliver such Product no later than fourteen (14) days after the Delivery Date. 5.4 No purchase order shall request supply of Product in respect of the last month of that Firm Period in a quantity which differs by more than twenty per cent (20%) from the quantity specified for the first month of the Forecast contained in the immediately preceding B▇▇▇▇▇ Requirements Schedule. 5.5 If so requested, Oravax will use reasonable efforts, but with no obligation in respect of the quantity thereof, to supply to B▇▇▇▇▇ additional Products in excess of that ordered or contained in the relevant B▇▇▇▇▇ Requirements Schedule in accordance with this Clause 5 having due regard to Oravax’s production capacity and other manufacturing commitments. 5.6 Oravax shall be entitled to treat the Firm Period as a binding order of B▇▇▇▇▇ and to purchase raw materials and to allocate production capacity accordingly. In the event that any raw materials have a lead time of longer duration than the Firm Period, then Oravax shall, for the purposes of purchasing such raw materials and allocating production capacity, be entitled to treat the Forecast as a binding order to the extent necessary to coincide with the said lead times. 5.7 The Products are supplied by Oravax DDU as such term is defined in INCOTERMS 2000 and Oravax shall supply those documents specified in Schedule 4 with each Batch of Product. Risk in the Products shall pass to B▇▇▇▇▇ on delivery. Notwithstanding the passing of risk, title to each Batch of the Product shall be and remain with Oravax unless and until B▇▇▇▇▇ has paid in full for that Batch of Product supplied hereunder. 5.8 B▇▇▇▇▇ shall inspect and/or test Products as soon as practicable following delivery. Failure by Oravax to Manufacture the Products in accordance with Specifications or delivery by Oravax more than ninety (90) days after the stipulated delivery date shall be the only reasons for which B▇▇▇▇▇ may reject the Products. If B▇▇▇▇▇ wishes to reject any delivery of Product it must notify Oravax within thirty (30) days of receipt of the Product and such notification must be in writing and include a detailed indication of the reasons for rejection. B▇▇▇▇▇ shall be deemed to have accepted the Product and shall not be entitled to reject the same unless it provides such written notification within the said period of thirty (30) days. Oravax shall notify B▇▇▇▇▇ within thirty (30) days of receipt of such notification of rejection whether it accepts B▇▇▇▇▇’▇ claim. If Oravax does not accept that it has failed to Manufacture the Products in accordance with the Specifications or B▇▇▇▇▇ disagrees then an independent laboratory mutually agreed by B▇▇▇▇▇ and Oravax shall be requested to analyse an appropriate amount of the Product from the Batch or Batches in dispute. The independent laboratory shall act as expert not arbitrator and the cost of its analysis shall be paid by the Party against whom the laboratory findings were made. Two samples shall be supplied by B▇▇▇▇▇ from the Batches in question and by Oravax from any samples that it has retained. The results of the said analysis shall be binding on B▇▇▇▇▇ and Oravax, but upon receipt thereof B▇▇▇▇▇ and Oravax shall meet to discuss in good faith the failure of the Batch in question and the resolution of the dispute between them. 5.9 If a Product does not conform to the Specifications due to the negligence or default of Oravax then Oravax shall Manufacture and deliver to B▇▇▇▇▇ a sufficient quantity of the Product to replace the defective Batch or Batches. If B▇▇▇▇▇ accepts that the relevant Batches of Product were Manufactured in accordance with the Specifications or that any defect did not arise due to Oravax’s negligence or default Oravax shall have no liability or obligations to B▇▇▇▇▇ in respect of such Batches. Should B▇▇▇▇▇ and Oravax fail to agree with respect to the conformity of the Product to the Specifications and the cause thereof, either of them may pursue resolution of the dispute through the forum specified in Clause 32. 5.10 If, in any calendar year of this Agreement beginning 2005, the Manufacturing Fees received by Oravax are less than the sum of (total [ * * * * ]) + [ * * * * ] US Dollars (US$[ * * * * ]) (together the “Minimum Payment”), Oravax shall invoice B▇▇▇▇▇ for the amount of the difference between the amount of the Manufacturing Fees for that calendar year and the Minimum Payment and B▇▇▇▇▇ shall pay to Oravax the amount of such difference within thirty (30) days of receipt of such notice.

Forecasts and Orders. 5.1 During 5.3.1 At least *** days prior to the term first day of each Semiannual Period during the Term, ViroPharma shall deliver to Sanquin a written, good faith *** month forecast of the volume of ViroPharma Product that ViroPharma then anticipates will be required to be produced and delivered to ViroPharma during that *** month period (the “Semiannual Forecast”). The first *** months of the Semiannual Forecast shall contain ViroPharma’s volume requirements for ViroPharma Product by month (the “Firm Portion”), which shall be binding on the Parties. The remaining *** months of the Semiannual Forecast shall contain ViroPharma’s non-binding then-anticipated volume requirements for ViroPharma Product by calendar *** only. 5.3.2 As part of each Firm Portion, ViroPharma shall place firm orders with Sanquin, setting forth Units (or any other measurement agreeable to both Parties), the various countries such Units shall be delivered to, anticipated delivery dates and shipping instructions with respect to each shipment of ViroPharma Product for delivery. Actual supply and shipment shall then take place pursuant to purchase orders which are in a form and according to a working procedure mutually acceptable to ViroPharma and Sanquin and consistent with the terms of this Agreement. 5.3.3 Sanquin shall not be obligated to accept any Firm Portion to the extent the quantity of ViroPharma Product ordered pursuant to such Firm Portion exceeds ***% of the quantity of ViroPharma Product that was anticipated to be ordered for the same Semiannual Period according to the immediately preceding Semiannual Forecast. Notwithstanding the foregoing limitations, Baxter will submit Sanquin shall use commercially reasonable efforts to Oravaxfill such order for such excess quantities from available supplies, and Sanquin shall use commercially reasonable efforts to notify ViroPharma within *** Business Days after receipt of an order of Sanquin’s ability to fill any amounts of such order in excess of the Baxter Requirements Schedules including any Product required by Baxter quantities that Sanquin is obligated to carry out clinical trialssupply. The first Baxter Requirements Schedule ViroPharma shall be submitted to Oravax twelve (12) calendar months before Baxter anticipates requiring the Manufacture notify Sanquin as soon as possible of Products and shall cover twelve (12) calendar months. Thereafter Baxter Requirements Schedules will be submitted each month by no later than the tenth (10th) day of each calendar month, specifying B▇▇▇▇▇’▇ anticipated an increase in ViroPharma’s requirements for each ViroPharma Product materially in calendar monthly periods excess of the limits set forth herein. In any event the quantity of ViroPharma Product that Sanquin is obligated to supply to ViroPharma under this Agreement shall in any year not exceed the maximum amount as established for the relevant twelve (12) month period covered by Baxter Requirements ScheduleViroPharma Portion in the Capacity Schedule for such year. 5.2 The first Baxter Requirements Schedule submitted to Oravax shall be accompanied by purchase orders covering 5.3.4 In the event that ViroPharma submits any Firm Period of such Baxter Requirements Schedule. All subsequent Baxter Requirements Schedules submitted shall be accompanied by purchase orders covering the relevant amount of each Portion for ViroPharma Product indicated as being required in the last month for less than ***% of the Firm Period. 5.3 Other than during quantity of ViroPharma Product anticipated to be ordered for the first four same Semiannual Period according to immediately preceding Semiannual Forecast, Sanquin nevertheless shall have the right to supply and ship to ViroPharma (4) months of the first Baxter Requirements Schedule for which Baxter and Oravax shall take Exhibit A into consideration, Oravax shall accept any purchase order received by Baxter which is in accordance with the Baxter Requirements Schedule and Oravax shall deliver such Product as soon as is reasonably practicable to Baxter (“Delivery Date”). Oravax shall deliver such Product no later than fourteen (14shipping instructions most recently supplied by ViroPharma) days after the Delivery Date. 5.4 No purchase order shall request supply of Product in respect ***% of the last month quantity of that Firm Period in a quantity which differs by more than twenty per cent (20%) from the quantity specified for the first month of the Forecast contained ViroPharma Product set forth in the immediately preceding B▇▇▇▇▇ Requirements Schedule. 5.5 If so requestedSemiannual Forecast for such Semiannual Period. ViroPharma shall notify Sanquin as soon as possible of a decrease in ViroPharma’s requirements for ViroPharma Product materially below the limits set forth herein. In the event of such a decrease, Oravax will Sanquin shall use commercially reasonable efforts, but with no obligation in respect of the quantity thereof, to supply to B▇▇▇▇▇ additional Products in excess of that ordered or contained in the relevant B▇▇▇▇▇ Requirements Schedule in accordance with this Clause 5 having due regard to Oravax’s production capacity and other manufacturing commitments. 5.6 Oravax shall be entitled to treat the Firm Period as a binding order of B▇▇▇▇▇ and to purchase raw materials and to allocate production capacity accordingly. In the event that any raw materials have a lead time of longer duration than the Firm Period, then Oravax shall, for the purposes of purchasing such raw materials and allocating production capacity, be entitled to treat the Forecast as a binding order to the extent necessary to coincide with the said lead times. 5.7 The Products are supplied by Oravax DDU as such term is defined in INCOTERMS 2000 and Oravax shall supply those documents specified in Schedule 4 with each Batch of Product. Risk in the Products shall pass to B▇▇▇▇▇ on delivery. Notwithstanding the passing of risk, title to each Batch of the Product shall be and remain with Oravax unless and until B▇▇▇▇▇ has paid in full for that Batch of Product supplied hereunder. 5.8 B▇▇▇▇▇ shall inspect and/or test Products as soon as practicable following delivery. Failure by Oravax to Manufacture the Products in accordance with Specifications or delivery by Oravax more than ninety (90) days after the stipulated delivery date shall be the only reasons for which B▇▇▇▇▇ may reject the Products. If B▇▇▇▇▇ wishes to reject any delivery of Product it must notify Oravax within thirty (30) days of receipt of the Product and such notification must be in writing and include a detailed indication of the reasons for rejection. B▇▇▇▇▇ shall be deemed to have accepted the Product and shall not be entitled required, to reject the same unless it provides such written notification within the said period of thirty (30) days. Oravax shall notify B▇▇▇▇▇ within thirty (30) days of receipt of such notification of rejection whether it accepts B▇▇▇▇▇’▇ claim. If Oravax does not accept that it has failed to Manufacture the Products in accordance with the Specifications or B▇▇▇▇▇ disagrees then an independent laboratory mutually agreed by B▇▇▇▇▇ and Oravax shall be requested to analyse an appropriate amount of the Product from the Batch or Batches in dispute. The independent laboratory shall act as expert not arbitrator and the cost of its analysis shall be paid by the Party against whom the laboratory findings were made. Two samples shall be supplied by B▇▇▇▇▇ from the Batches in question and by Oravax from any samples that it has retained. The results of the said analysis shall be binding on B▇▇▇▇▇ and Oravax, but upon receipt thereof B▇▇▇▇▇ and Oravax shall meet to discuss in good faith the failure of the Batch in question and the resolution of the dispute between themreduce accordingly. 5.9 If a Product does not conform to 5.3.5 Notwithstanding the Specifications due to the negligence or default of Oravax then Oravax shall Manufacture and deliver to B▇▇▇▇▇ a sufficient quantity of the Product to replace the defective Batch or Batches. If B▇▇▇▇▇ accepts that the relevant Batches of Product were Manufactured in accordance with the Specifications or that any defect did not arise due to Oravax’s negligence or default Oravax shall have no liability or obligations to B▇▇▇▇▇ in respect of such Batches. Should B▇▇▇▇▇ and Oravax fail to agree with respect to the conformity of the Product to the Specifications and the cause thereof, either of them may pursue resolution of the dispute through the forum specified in Clause 32. 5.10 If, in any calendar year of this Agreement beginning 2005foregoing, the Manufacturing Fees received by Oravax are less than the sum Parties may mutually agree to a forecasting and ordering procedure in advance of (total [ * * * * ]) + [ * * * * ] US Dollars (US$[ * * * * ]) (together the “Minimum Payment”), Oravax shall invoice B▇▇▇▇▇ for the amount of the difference between the amount of the Manufacturing Fees for that calendar year and the Minimum Payment and B▇▇▇▇▇ shall pay to Oravax the amount of such difference within thirty (30) days of receipt of such noticea Launch.

Forecasts and Orders. 5.1 During the term of this Agreement, Baxter will submit to Oravax, the Baxter Requirements Schedules including any Product required by Baxter to carry out clinical trials. The first Baxter Requirements Schedule shall be submitted to Oravax twelve (12) calendar months before Baxter anticipates requiring the Manufacture of Products and shall cover twelve (12) calendar months. Thereafter Baxter Requirements Schedules will be submitted each month by no later than the tenth (10th) day of each calendar month, specifying B▇▇▇▇▇▇’▇ anticipated requirements for each Product in calendar monthly periods for the relevant twelve (12) month period covered by Baxter Requirements Schedule. 5.2 The first Baxter Requirements Schedule submitted to Oravax shall be accompanied by purchase orders covering the Firm Period of such Baxter Requirements Schedule. All subsequent Baxter Requirements Schedules submitted shall be accompanied by purchase orders covering the relevant amount of each Product indicated as being required in the last month of the Firm Period. 5.3 Other than during the first four (4) months of the first Baxter Requirements Schedule for which Baxter and Oravax shall take Exhibit A into consideration, Oravax shall accept any purchase order received by Baxter which is in accordance with the Baxter Requirements Schedule and Oravax shall deliver such Product as soon as is reasonably practicable to Baxter (“Delivery Date”). Oravax shall deliver such Product no later than fourteen (14) days after the Delivery Date. 5.4 No purchase order shall request supply of Product in respect of the last month of that Firm Period in a quantity which differs by more than twenty per cent (20%) from the quantity specified for the first month of the Forecast contained in the immediately preceding B▇▇▇▇▇ Baxter Requirements Schedule. 5.5 If so requested, Oravax will use reasonable efforts, but with no obligation in respect of the quantity thereof, to supply to B▇▇▇▇▇ Baxter additional Products in excess of that ordered or contained in the relevant B▇▇▇▇▇ Baxter Requirements Schedule in accordance with this Clause 5 having due regard to Oravax’s production capacity and other manufacturing commitments. 5.6 Oravax shall be entitled to treat the Firm Period as a binding order of B▇▇▇▇▇▇ and to purchase raw materials and to allocate Back to Contents production capacity accordingly. In the event that any raw materials have a lead time of longer duration than the Firm Period, then Oravax shall, for the purposes of purchasing such raw materials and allocating production capacity, be entitled to treat the Forecast as a binding order to the extent necessary to coincide with the said lead times. 5.7 The Products are supplied by Oravax DDU as such term is defined in INCOTERMS 2000 and Oravax shall supply those documents specified in Schedule 4 with each Batch of Product. Risk in the Products shall pass to B▇▇▇▇▇▇ on delivery. Notwithstanding the passing of risk, title to each Batch of the Product shall be and remain with Oravax unless and until B▇▇▇▇▇▇ has paid in full for that Batch of Product supplied hereunder. 5.8 B▇▇▇▇▇▇ shall inspect and/or test Products as soon as practicable following delivery. Failure delivery .Failure by Oravax to Manufacture the Products in accordance with Specifications or delivery by Oravax more than ninety (90) days after the stipulated delivery date shall be the only reasons for which B▇▇▇▇▇▇ may reject the Products. If B▇▇▇▇▇▇ wishes to reject any delivery of Product it must notify Oravax within thirty (30) days of receipt of the Product and such notification must be in writing and include a detailed indication of indicationof the reasons for rejection. B▇▇▇▇▇▇ shall be deemed to have accepted the Product and shall not be entitled to reject the same unless it provides such written notification within the said period of thirty (30) days. Oravax shall notify B▇▇▇▇▇▇ within thirty (30) days of receipt of such notification of rejection whether it accepts B▇▇▇▇▇▇’▇ claim. If Oravax does not accept that it has failed to Manufacture the Products in accordance with the Specifications or B▇▇▇▇▇▇ disagrees then an independent laboratory mutually agreed by B▇▇▇▇▇▇ and Oravax shall be requested to analyse an appropriate amount of the Product from the Batch or Batches in dispute. The independent laboratory shall act as expert not arbitrator and the cost of its analysis shall be paid by the Party against whom the laboratory findings were made. Two samples shall be supplied by B▇▇▇▇▇▇ from the Batches in question and by Oravax from any samples that it has retained. The results of the said analysis shall be binding on B▇▇▇▇▇▇ and Oravax, but upon receipt thereof Breceiptthereof ▇▇▇▇▇▇ and Oravax shall meet to discuss in good faith the failure of the Batch in question and the resolution of the dispute between them. 5.9 If a Product does not conform to the Specifications due to the negligence or default of Oravax then Oravax shall Manufacture and deliver to B▇▇▇▇▇▇ a sufficient quantity of the Product to replace the defective Batch or Batches. If B▇▇▇▇▇▇ accepts that the relevant Batches of Product were Manufactured in accordance with the Specifications or that any defect did not arise due to Oravax’s negligence or default Oravax shall have no liability or obligations to B▇▇▇▇▇▇ in respect of such Batches. Should B▇▇▇▇▇▇ and Oravax fail to agree with respect to the conformity of the Product to the Specifications and the cause thereof, either of them may pursue resolution of the dispute through the forum specified in Clause 32. 5.10 If, in any calendar year of this Agreement beginning 2005, the Manufacturing Fees received by Oravax are less than the sum of (total [ * * * * ]) + [ * * * * ] US Dollars (US$[ * * * * ]) (together the “Minimum Payment”), Oravax shall invoice B▇▇▇▇▇▇ for the amount of the difference between the amount of the Manufacturing Fees for that calendar year and the Minimum Payment and B▇▇▇▇▇▇ shall pay to Oravax the amount of such difference within thirty (30) days of receipt of such notice.

Forecasts and Orders. 5.1 During the term of this Agreement3.1 In order to assist Supplier in planning production, Baxter will submit to OravaxNovartis shall, the Baxter Requirements Schedules including any Product required by Baxter to carry out clinical trials. The first Baxter Requirements Schedule shall be submitted to Oravax twelve (12) calendar months on or before Baxter anticipates requiring the Manufacture of Products and shall cover twelve (12) calendar months. Thereafter Baxter Requirements Schedules will be submitted each month by no later than the tenth (10th) day of each calendar month, specifying B▇▇▇▇▇’▇ anticipated requirements for each Product in calendar monthly periods for the relevant provide Supplier with a twelve (12) month period covered rolling forecast of the quantities of Products required by Baxter Requirements Schedule. 5.2 The first Baxter Requirements Schedule submitted Novartis, by month, for the following twelve (12) months. It is understood that such forecasts are intended to Oravax be estimates only, and shall not be binding upon Novartis. Notwithstanding the foregoing, Novartis shall be accompanied by bound to purchase orders covering the Firm Period from Supplier [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] of those quantities of Products set forth in each such Baxter Requirements Schedule. All subsequent Baxter Requirements Schedules submitted shall be accompanied by purchase orders covering the relevant amount of each Product indicated forecast as being required in the last month Novartis' requirements of the Firm Period. 5.3 Other than during Products for the first four three (43) months of the first Baxter Requirements Schedule for which Baxter and Oravax shall take Exhibit A into considerationeach twelve (12) month period. Supplier shall, Oravax shall accept any purchase order received by Baxter which is in accordance with the Baxter Requirements Schedule and Oravax shall deliver such Product as soon as is reasonably practicable to Baxter (“Delivery Date”). Oravax shall deliver such Product no later than fourteen fifteen (1415) business days after the Delivery Date. 5.4 No receipt of each such forecast, notify Novartis in writing of any prospective problems of which it is aware that might prevent it from meeting Novartis' forecasted order quantities or estimated delivery dates. Unless Supplier so informs Novartis that it would have problems in meeting Novartis' forecasted requirements, Supplier shall be obligated to deliver during any calendar year, pursuant to purchase order orders provided under Section 3.2 of this Agreement, up to [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] of Novartis' estimated purchases for that calendar year. Supplier shall request supply of Product in respect of the last month of that Firm Period in a quantity which differs by more than twenty per cent (20%) from the quantity specified further use its commercially reasonable best efforts to comply with orders for the first month of the Forecast contained in the immediately preceding B▇▇▇▇▇ Requirements Schedule. 5.5 If so requested, Oravax will use reasonable efforts, but with no obligation in respect of the quantity thereof, to supply to B▇▇▇▇▇ additional Products in excess of that ordered or contained in the relevant B▇▇▇▇▇ Requirements Schedule in accordance with this Clause 5 having due regard to Oravax’s production capacity and other manufacturing commitmentssuch [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] amount. 5.6 Oravax 3.2 At least [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] prior to the date on which Novartis desires to have Product delivered, Novartis shall furnish to Supplier a binding purchase order for the quantity of Products which Novartis shall purchase and Supplier shall deliver. The quantities to be delivered under any such purchase order shall be entitled to treat the Firm Period as a binding order of B▇▇▇▇▇ and to purchase raw materials and to allocate production capacity accordingly. In the event that any raw materials have a lead time of longer duration than the Firm Period, then Oravax shall, for the purposes of purchasing such raw materials and allocating production capacity, be entitled to treat the Forecast as a binding order to the extent necessary to coincide with the said lead times. 5.7 The Products are supplied by Oravax DDU as such term is defined in INCOTERMS 2000 and Oravax shall supply those documents specified in Schedule 4 with each Batch of Product. Risk in the Products shall pass to B▇▇▇▇▇ on delivery. Notwithstanding the passing of risk, title to each Batch of the Product shall be and remain with Oravax unless and until B▇▇▇▇▇ has paid in full batch-size quantities only, and for that Batch a minimum of Product supplied hereunder. 5.8 B▇▇▇▇▇ shall inspect and/or test Products as soon as practicable following delivery. Failure by Oravax to Manufacture the Products in accordance with Specifications or delivery by Oravax more than ninety four (90) days after the stipulated delivery date shall be the only reasons for which B▇▇▇▇▇ may reject the Products. If B▇▇▇▇▇ wishes to reject any delivery of Product it must notify Oravax within thirty (30) days of receipt of the Product and such notification must be in writing and include a detailed indication of the reasons for rejection. B▇▇▇▇▇ shall be deemed to have accepted the Product and shall not be entitled to reject the same unless it provides such written notification within the said period of thirty (30) days. Oravax shall notify B▇▇▇▇▇ within thirty (30) days of receipt of such notification of rejection whether it accepts B▇▇▇▇▇’▇ claim. If Oravax does not accept that it has failed to Manufacture the Products in accordance with the Specifications or B▇▇▇▇▇ disagrees then an independent laboratory mutually agreed by B▇▇▇▇▇ and Oravax shall be requested to analyse an appropriate amount of the Product from the Batch or Batches in dispute. The independent laboratory shall act as expert not arbitrator and the cost of its analysis shall be paid by the Party against whom the laboratory findings were made. Two samples shall be supplied by B▇▇▇▇▇ from the Batches in question and by Oravax from any samples that it has retained. The results of the said analysis shall be binding on B▇▇▇▇▇ and Oravax, but upon receipt thereof B▇▇▇▇▇ and Oravax shall meet to discuss in good faith the failure of the Batch in question and the resolution of the dispute between them. 5.9 If a Product does not conform to the Specifications due to the negligence or default of Oravax then Oravax shall Manufacture and deliver to B▇▇▇▇▇ a sufficient quantity of the Product to replace the defective Batch or Batches. If B▇▇▇▇▇ accepts that the relevant Batches of Product were Manufactured in accordance with the Specifications or that any defect did not arise due to Oravax’s negligence or default Oravax shall have no liability or obligations to B▇▇▇▇▇ in respect of such Batches. Should B▇▇▇▇▇ and Oravax fail to agree with respect to the conformity of the Product to the Specifications and the cause thereof, either of them may pursue resolution of the dispute through the forum specified in Clause 32. 5.10 If, in any calendar year of this Agreement beginning 2005, the Manufacturing Fees received by Oravax are less than the sum of (total [ * * * * ]) + [ * * * * ] US Dollars (US$[ * * * * ]) (together the “Minimum Payment”4), Oravax shall invoice B▇▇▇▇▇ for the amount of the difference between the amount of the Manufacturing Fees for that calendar year and the Minimum Payment and B▇▇▇▇▇ shall pay to Oravax the amount of such difference within thirty (30) days of receipt of such notice.