Common use of Forecasts and Purchase Orders Clause in Contracts

Forecasts and Purchase Orders. 7.1 SAGENT has supplied WORLDGEN with an initial non-binding forecast showing SAGENT’s estimated monthly requirements for Product for the twelve-month (12-months) period commencing on the anticipated Commercial Launch Date. Promptly following the Commercial Launch Date and thereafter on the first day of the first month during each calendar quarter during the term hereof, SAGENT shall deliver to WORLDGEN an updated forecast for the twelve-month (12-month) period commencing on the first day of the immediately following calendar quarter for Product. It is understood that SAGENT before signing a supply agreement with a group purchasing organization will check with WORLDGEN as to the capacity of DOBFAR to produce such quantities in the time frame required. In addition, SAGENT shall notify WORLDGEN in writing as soon as practicable after it enters into any written agreement with a group purchasing organization with respect to the sale of the Product in the Territory. SAGENT shall place purchase orders for at least the quantity of such Product specified in the first three (3) months of each forecast and the remaining nine (9) months shall be a good faith estimate; provided, however, that with respect to forecasts given by SAGENT to WORLDGEN prior to the Approval Date SAGENT will have no firm obligation to purchase Product prior to the Launch Date. Notwithstanding anything in this Agreement to the contrary, DOBFAR shall guarantee manufacturing capacity and the ability to supply SAGENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission [***] of SAGENT’s annual forecasted quantity, and provided that SAGENT has complied with all provisions of this Section 7.1, in the event DOBFAR fails to supply such quantities, and SAGENT is required to pay inability payments to any customer of SAGENT’s, then DOBFAR shall reimburse SAGENT for all such inability payments. In the event that SAGENT’s requests for quantities of Product exceed the quantities provided for in the forecasts that have been submitted, DOBFAR shall use reasonable commercial efforts to supply such an increase in quantity.

Forecasts and Purchase Orders. 7.1 SAGENT has supplied WORLDGEN with an initial On or before the twelfth (12th) day of each month, beginning on January 12, 2022, Indivior shall furnish to Curia a written twelve (12) month rolling forecast of the quantities of Product that Indivior intends to order from Curia during such period ("Rolling Forecast"). The first six (6) months of such Rolling Forecast shall constitute a firm and binding commitment to order quantities of Product specified therein ("Firm Period Forecast"), and the following six (6) months of the Rolling Forecast shall be non-binding forecast showing SAGENT’s estimated monthly requirements for Product for binding, good faith estimates. Each month of the twelve-month (12-months) period commencing Rolling Forecast shall begin on the anticipated Commercial Launch Date. Promptly following twelfth (12th) of the Commercial Launch Date calendar month in which such Rolling Forecast is submitted and thereafter end on the first eleventh (11th) day of the first month during each following calendar quarter during month. With exception to the term hereofFirm Period Forecast, SAGENT shall deliver Curia reserves the right to WORLDGEN an updated forecast for reject any Rolling Forecast that does not align with the twelve-month (12-month) period commencing on the first day physical Processing capabilities of the immediately following calendar quarter for Facility(ies) and the parties shall work in good faith to adjust the Rolling Forecast based on available resources, Facility capacity and other relevant factors. Indivior shall have the right to request an increase of the Firm Period Forecast to include additional units of Product. It is understood that SAGENT before signing a supply agreement with a group purchasing organization will check with WORLDGEN as to the capacity of DOBFAR to produce such quantities in the time frame required. In addition, SAGENT shall notify WORLDGEN in writing as soon as practicable after it enters into any written agreement with a group purchasing organization with respect to the sale of the Product in the Territory. SAGENT shall place purchase orders for at least the quantity of such Product specified in the first three (3) months of each forecast and the remaining nine (9) months shall be a good faith estimate; provided, however, that with respect to forecasts given by SAGENT to WORLDGEN prior to the Approval Date SAGENT will have no firm obligation to purchase Product prior to the Launch Date. Notwithstanding anything in this Agreement to the contrary, DOBFAR shall guarantee manufacturing capacity and the ability to supply SAGENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission [***] of SAGENT’s annual forecasted quantity, and provided that SAGENT has complied with all provisions of this Section 7.1Curia may, in the event DOBFAR fails to its sole discretion, supply such additional quantities, subject to Curia's other supply commitments and SAGENT is required to pay inability payments to any customer of SAGENT’s, then DOBFAR shall reimburse SAGENT for all such inability paymentsmanufacturing capacity. In the event Curia agrees to supply such additional quantities, Indivior shall submit a Purchase Order for such additional quantities, with the required lead times as specified below. In no event shall Curia's inability to fulfill Purchase Orders for quantities in excess of the Firm Period Forecast be deemed a breach of this Agreement, nor relieve Indivior of its obligations under this Agreement. Indivior shall submit with each Rolling Forecast, a non-cancelable Purchase Order for the Firm Period Forecast (or such portion of the Firm Period Forecast not covered by previously submitted Purchase Orders). Indivior may alternatively submit Purchase Orders for certain portions of the Firm Period Forecast subsequent to the submission of the Rolling Forecast, provided the Purchase Orders provide the required lead time for Processing as set forth below. Curia shall notify Indivior of acceptance of the Rolling Forecast and any Purchase Order within seven (7) business days of receipt. Curia shall be deemed to have accepted Purchase Orders which it does not acknowledge within seven (7) business days of receipt. Curia shall have the right to reject Rolling Forecasts and Purchase Orders that SAGENT’s requests are inconsistent with this Agreement. Each Purchase Order shall specify the quantity of Product being ordered, and the desired delivery date. Upon mutual agreement in writing for additional quantities of Product exceed beyond the quantities provided Firm Period Forecast, including projected delivery date(s), Indivior shall issue the applicable Purchase Order to be accepted by Curia as described above. Once placed, all Purchase Orders for Product shall be non-cancelable. No different or additional terms or conditions set forth in any Purchase Order shall modify in any way the terms and conditions of this Agreement, and in the forecasts event of a conflict between terms in any Purchase Order and this Agreement, the terms of this Agreement shall control. All Purchase Orders submitted in accordance with the terms of this Agreement shall be effective and binding on the parties upon acceptance by Curia. Except as otherwise provided herein, neither party shall have the right or power to refuse, reduce, or otherwise modify their obligations under any Purchase Order; however, Purchase Orders may be amended (i) upon written mutual agreement regarding such modification that have been submitted, DOBFAR shall use reasonable commercial efforts to supply such an increase is signed by both parties; or (ii) as otherwise provided in quantitythis Section 4.3 or Section 4.4.

Forecasts and Purchase Orders. 7.1 SAGENT has supplied WORLDGEN 6.2.1 On the EFFECTIVE DATE, or such later date that is at least ninety (90) days preceding the first requested delivery date for SUPPLIED MATERIALS, FIOCRUZ shall deliver to PROTALIX, FIOCRUZ’s quarterly projection of the quantities of SUPPLIED MATERIALS that FIOCRUZ anticipates ordering from PROTALIX for the four (4) calendar quarters commencing with an initial the first quarter that includes the first requested delivery date (the “INITIAL FORECAST”), together with a Purchase Order for SUPPLIED MATERIALS for the first two (2) calendar quarters covered by such Initial Forecast. The quantities of SUPPLIED MATERIALS specified for the remaining quarters of such Initial Forecast shall be non-binding forecast showing SAGENT’s estimated monthly requirements for Product for the twelve-month binding. Thereafter, ninety (12-months90) period commencing on the anticipated Commercial Launch Date. Promptly following the Commercial Launch Date and thereafter on days prior to the first business day of the first month during each subsequent calendar quarter during the term hereofTerm, SAGENT FIOCRUZ shall deliver to WORLDGEN an updated PROTALIX a rolling four (4) calendar quarter forecast updating the prior forecast (together with the Initial Forecast, each a “FORECAST”), together with a Purchase Order for the twelve-month first two (12-month2) period commencing on the first day of the immediately following calendar quarter for Product. It is understood that SAGENT before signing a supply agreement with a group purchasing organization will check with WORLDGEN as to the capacity of DOBFAR to produce such quantities in the time frame required. In addition, SAGENT shall notify WORLDGEN in writing as soon as practicable after it enters into any written agreement with a group purchasing organization with respect to the sale of the Product in the Territory. SAGENT shall place purchase orders for at least the quantity quarters of such Product Forecast. The quantities of SUPPLIED MATERIALS specified in for the first remaining two (2) quarters of such Forecast shall be non-binding. Unless agreed separately between the PARTIES, each Purchase Order shall specify no more than three (3) months delivery dates for the SUPPLIED MATERIALS in each calendar quarter. Purchase Orders shall be in writing, and no verbal communications or e-mail shall be construed to mean a commitment to purchase or sell. PROTALIX shall confirm receipt of each forecast any valid Purchase Order as soon as reasonably practicable after receipt. Subject to Sections 6.2.2, PROTALIX shall provide SUPPLIED MATERIALS to FIOCRUZ pursuant to valid Purchase Orders issued by FIOCRUZ to PROTALIX. FIOCRUZ shall provide PROTALIX with a written acknowledgment of receipt of SUPPLIED MATERIALS within three (3) BUSINESS DAYS of its receipt of SUPPLIED MATERIALS. This written acknowledgment shall confirm the quantity of SUPPLIED MATERIALS delivered and the remaining nine (9) months shall be a good faith estimate; provided, however, that with respect to forecasts given by SAGENT to WORLDGEN prior to the Approval Date SAGENT will have no firm obligation to purchase Product prior to the Launch Date. Notwithstanding anything in this Agreement to the contrary, DOBFAR shall guarantee manufacturing capacity and the ability to supply SAGENT [***] Indicates that text has been omitted which is the subject date of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission [***] of SAGENT’s annual forecasted quantity, and provided that SAGENT has complied with all provisions of this Section 7.1, in the event DOBFAR fails to supply such quantities, and SAGENT is required to pay inability payments to any customer of SAGENT’s, then DOBFAR shall reimburse SAGENT for all such inability payments. In the event that SAGENT’s requests for quantities of Product exceed the quantities provided for in the forecasts that have been submitted, DOBFAR shall use reasonable commercial efforts to supply such an increase in quantitydelivery.

Forecasts and Purchase Orders. 7.1 SAGENT has supplied WORLDGEN At leaxx xinety (90) days before the anticipated date of the first shipment of the First Product by Cook to ACS, ACS will provide Cook with an initial a good faith, non-binding forecast showing SAGENT’s estimated monthly requirements for Product for forxxxxt of its anticipated purchxxxx of all applicable Products, by designated part number covering the twelve-month twelve (12-months) month period commencing on the anticipated Commercial Launch Date. Promptly following the Commercial Launch Date and thereafter beginning on the first full month beginning at least ninety (90) days after the date such forecast is provided. ACS shall provide Cook, on or before the last day of the first each month during each calendar quarter during the term hereofthereafter, SAGENT shall deliver to WORLDGEN an updated forecast for the twelve-month similar twexxx (12-month) period commencing month forecasts on the first day of the immediately following calendar quarter for Producta rolling basis. It is understood that SAGENT before signing a supply agreement with a group purchasing organization will check with WORLDGEN as to the capacity of DOBFAR to produce such quantities in the time frame required. In addition, SAGENT shall notify WORLDGEN in writing as soon as practicable after it enters into any written agreement with a group purchasing organization with respect to the sale of the Product in the Territory. SAGENT shall place purchase orders for at least the quantity of such Product specified in For the first three months in each such forecast (3) months of each forecast and the remaining nine (9) months "Firm Forecast"), ACS shall be a good faith estimate; provided, however, that with respect to forecasts given by SAGENT to WORLDGEN prior to the Approval Date SAGENT will have no firm obligation obligated to purchase Product prior to the Launch Date. Notwithstanding anything in this Agreement to the contrary, DOBFAR shall guarantee manufacturing capacity and the ability to supply SAGENT an aggregate quantity of units that is not less than [***] Indicates ]% of the aggregate quantity of Products set forth in the Firm Forecast for each month, but the mix will be subject to reasonable change by ACS when ACS provides Cook with a final purchase order. In the event any subsequent overlapxxxx Firm Forecast for any month deviates from an initial Firm Forecast for such month, the initial Firm Forecast number shall control. Subject to the foregoing, and at least thirty (30) days before the requested delivery date, ACS shall give Cook a written purchase order that text is firm as to both quantity and mix xx units. Cook shall have no obligation to supply a specific part number or sizx xx a Product unless the quantity ordered for such part number or size in a particular order is at least [***]. For any month, ACS may submit orders in excess of [***]% of the amount of the Firm Forecast for such month, but Cook shall not be obligated to supply the excess amount except on a rxxxxnable efforts basis. Reasonable efforts shall include providing ------------------ * Material has been omitted which is the subject of pursuant to a request for confidential treatment request. This text and such material has been filed separately filed with the Securities and Exchange Commission [***] of SAGENT’s annual Commission. Asterisks within brackets denote omissions. additional shifts. The parties will meet periodically, but in any event at least once during each calendar year, to discuss ACS's anticipated demand beyond the latest forecasted quantity, and provided that SAGENT has complied with all provisions of this Section 7.1, in the event DOBFAR fails to supply such quantities, and SAGENT is required to pay inability payments to any customer of SAGENT’s, then DOBFAR shall reimburse SAGENT for all such inability payments12-month period. In addition, the event parties will discuss additional forecasts as appropriate to facilitate the initial supply of Products and the additional lead time that SAGENT’s requests may be necessary for quantities of Product exceed the quantities provided Products ordered for in the forecasts that have been submitted, DOBFAR shall use reasonable commercial efforts to supply such an increase in quantityinitial launch.

Forecasts and Purchase Orders. 7.1 SAGENT has supplied WORLDGEN Prior to Approval, D-NOVO will provide PLANTEX with an initial non-binding a [*] month rolling forecast showing SAGENT’s estimated monthly of its requirements by calendar quarter for Product for the twelve-month (12-months) period commencing API. Such rolling forecasts shall be delivered to PLANTEX by or on the anticipated Commercial Launch Date. Promptly following the Commercial Launch Date and thereafter on the first fifteenth (15th) day of the first month during each calendar quarter during the term hereofTerm of this Agreement. Notwithstanding the foregoing, SAGENT shall deliver to WORLDGEN an updated D-NOVO’s initial [*]month forecast for the twelve-month (12-month) period commencing on the first day of the immediately following calendar quarter for Product. It is understood that SAGENT before signing a supply agreement with a group purchasing organization will check with WORLDGEN as to the capacity of DOBFAR to produce such quantities in the time frame required. In addition, SAGENT shall notify WORLDGEN in writing as soon as practicable after it enters into any written agreement with a group purchasing organization with respect to the sale of the Product in the Territory. SAGENT shall place purchase orders for at least the quantity of such Product specified in the first three (3) months of each forecast and the remaining nine (9) months Approval shall be a good faith estimate; provided, however, that with respect provided to forecasts given by SAGENT to WORLDGEN PLANTEX within ninety (90) days prior to the anticipated date determined in good faith by D-NOVO for FDA Approval Date SAGENT will have no firm obligation to purchase Product prior to the Launch Dateof Finished Product. Notwithstanding anything in this Agreement to the contrary, DOBFAR shall guarantee manufacturing capacity and the ability to supply SAGENT The first calendar quarter of each [***] Indicates month rolling forecast shall be binding on PLANTEX and D-NOVO and shall constitute a firm purchase order (“Firm Purchase Order”) for the API indicated for such calendar quarter. PLANTEX shall supply D-NOVO with (i) the quantities set forth on each such Firm Purchase Order and (ii) such additional amounts that text has been omitted which is the subject D-NOVO may order in excess of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission [***] of SAGENT’s annual its forecasted quantityamounts constituting Firm Purchase Orders hereunder, and provided that SAGENT has complied with all provisions PLANTEX shall have confirmed and accepted such additional orders within thirty (30) days of this Section 7.1, in the event DOBFAR fails PLANTEX’s receipt of any such additional purchase order. PLANTEX agrees to supply use reasonable commercial efforts to meet any such quantities, and SAGENT is required to pay inability payments to any customer of SAGENT’s, then DOBFAR shall reimburse SAGENT for all such inability paymentsadditional orders. In the event that SAGENT’s requests PLANTEX determines for quantities of Product exceed the quantities any reason (other than force majeure as provided for in Section 15) to discontinue the forecasts manufacture of API, PLANTEX shall have the right to terminate its delivery obligations hereunder upon the giving to D-NOVO not less than [*] months prior written notice. The terms and conditions of this Agreement shall apply to all purchase orders issued hereunder, and, if any terms or conditions contained in such purchase orders shall conflict with any terms and conditions contained herein, the terms of this Agreement shall control. No additional terms or conditions set forth in any such purchase order (other than the quantities and delivery dates set forth therein and conforming to the provisions of this Agreement) shall be binding upon PLANTEX, unless agreed to in writing by PLANTEX. Any additional terms therein contained shall be deemed to be a proposed offer of amended terms that have been submittedshall be deemed objected to by PLANTEX and of no force and effect, DOBFAR shall use reasonable commercial efforts to supply notwithstanding any action or inaction by PLANTEX other than its express written approval of such an increase in quantityadditional terms.

Forecasts and Purchase Orders. 7.1 SAGENT has supplied WORLDGEN Prior to Approval, D-NOVO will provide PLANTEX with an initial non-binding a [*] month rolling forecast showing SAGENT’s estimated monthly of its requirements by calendar quarter for Product for the twelve-month (12-months) period commencing API. Such rolling forecasts shall be delivered to PLANTEX by or on the anticipated Commercial Launch Date. Promptly following the Commercial Launch Date and thereafter on the first fifteenth (15th) day of the first month during each calendar quarter during the term hereofTerm of this Agreement. Notwithstanding the foregoing, SAGENT shall deliver to WORLDGEN an updated D-NOVO’s initial [*] month forecast for the twelve-month (12-month) period commencing on the first day of the immediately following calendar quarter for Product. It is understood that SAGENT before signing a supply agreement with a group purchasing organization will check with WORLDGEN as to the capacity of DOBFAR to produce such quantities in the time frame required. In addition, SAGENT shall notify WORLDGEN in writing as soon as practicable after it enters into any written agreement with a group purchasing organization with respect to the sale of the Product in the Territory. SAGENT shall place purchase orders for at least the quantity of such Product specified in the first three (3) months of each forecast and the remaining nine (9) months Approval shall be a good faith estimate; provided, however, that with respect provided to forecasts given by SAGENT to WORLDGEN PLANTEX within ninety (90) days prior to the anticipated date determined in good faith by D-NOVO for FDA Approval Date SAGENT will have no firm obligation to purchase Product prior to the Launch Dateof Finished Product. Notwithstanding anything in this Agreement to the contrary, DOBFAR shall guarantee manufacturing capacity and the ability to supply SAGENT The first calendar quarter of each [***] Indicates month rolling forecast shall be binding on PLANTEX and D-NOVO and shall constitute a firm purchase order (“Firm Purchase Order”) for the API indicated for such calendar quarter. PLANTEX shall supply D-NOVO with (i) the quantities set forth on each such Firm Purchase Order and (ii) such additional amounts that text has been omitted which is the subject D-NOVO may order in excess of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission [***] of SAGENT’s annual its forecasted quantityamounts constituting Firm Purchase Orders hereunder, and provided that SAGENT has complied with all provisions PLANTEX shall have confirmed and accepted such additional orders within thirty (30) days of this Section 7.1, in the event DOBFAR fails PLANTEX’s receipt of any such additional purchase order. PLANTEX agrees to supply use reasonable commercial efforts to meet any such quantities, and SAGENT is required to pay inability payments to any customer of SAGENT’s, then DOBFAR shall reimburse SAGENT for all such inability paymentsadditional orders. In the event that SAGENT’s requests PLANTEX determines for quantities of Product exceed the quantities any reason (other than force majeure as provided for in Section 15) to discontinue the forecasts manufacture of API, PLANTEX shall have the right to terminate its delivery obligations hereunder upon the giving to D-NOVO not less than [*] months prior written notice. The terms and conditions of this Agreement shall apply to all purchase orders issued hereunder, and, if any terms or conditions contained in such purchase orders shall conflict with any terms and conditions contained herein, the terms of this Agreement shall control. No additional terms or conditions set forth in any such purchase order (other than the quantities and delivery dates set forth therein and conforming to the provisions of this Agreement) shall be binding upon PLANTEX, unless agreed to in writing by PLANTEX. Any additional terms therein contained shall be deemed to be a proposed offer of amended terms that have been submittedshall be deemed objected to by PLANTEX and of no force and effect, DOBFAR shall use reasonable commercial efforts to supply notwithstanding any action or inaction by PLANTEX other than its express written approval of such an increase in quantityadditional terms.

Forecasts and Purchase Orders. 7.1 SAGENT has supplied WORLDGEN with an initial non-binding Commencing within sixty (60) days after the Effective Date, at the beginning of each calendar month, Devax shall provide a forecast showing SAGENT’s estimated monthly requirements for Product for of the twelve-month number of Stents to be coated during the following twelve (12-months) month period commencing on (the anticipated Commercial Launch Date“Forecasts”), by month. Promptly following the Commercial Launch Date and thereafter on the first day of the first month during each calendar quarter during the term hereof, SAGENT shall deliver to WORLDGEN an updated forecast for the twelve-month (12-month) period commencing on the first day of the immediately following calendar quarter for Product. It is understood that SAGENT before signing a supply agreement with a group purchasing organization will check with WORLDGEN as to the capacity of DOBFAR to produce such quantities in the time frame required. In addition, SAGENT shall notify WORLDGEN in writing as soon as practicable after it enters into any written agreement with a group purchasing organization with respect to the sale of the Product in the Territory. SAGENT shall place purchase orders for at least the quantity of such Product specified in the The first three (3) months of each forecast Forecast shall be binding and the remaining nine (9) months balance shall be a good faith estimate; providedfor planning purposes. In addition, howeverDevax shall provide Occam with purchase orders for the Coating Services (the “Purchase Orders”) corresponding with at least the binding portion of each Forecast. The Purchase Orders shall specify the number of Stents which Devax desires to be coated by Occam and Devax’s desired date of completion, which in any case shall not be less than thirty (30) days after the date on which the Purchase Order is delivered to Occam. Each such Purchase Order shall be subject to acceptance by Occam, except that with respect Occam shall accept all Purchase Orders corresponding to forecasts given by SAGENT to WORLDGEN the number of Stents in the binding portion of the Forecast for such months. To the extent any such Purchase Orders for any month exceed 100% of the Forecast issued ninety (90) days prior to such month, Occam shall use its commercially reasonable efforts to coat such excess number of Stents. Each Purchase Order and any acknowledgment thereof shall be governed by the Approval Date SAGENT will have no firm obligation to terms of this Agreement, rather than any inconsistent terms which may be set forth in the purchase Product prior to the Launch Date. Notwithstanding anything in this Agreement to the contraryorder or acknowledgment, DOBFAR shall guarantee manufacturing capacity and the ability to supply SAGENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission [***] of SAGENT’s annual forecasted except for those terms specifying quantity, delivery dates, shipping or delivery instructions and provided that SAGENT has complied with all provisions of this Section 7.1, in the event DOBFAR fails to supply such quantities, and SAGENT is required to pay inability payments to any customer of SAGENT’s, then DOBFAR shall reimburse SAGENT for all such inability payments. In the event that SAGENT’s requests for quantities of Product exceed the quantities provided for in the forecasts that have been submitted, DOBFAR shall use reasonable commercial efforts to supply such an increase in quantityother general information.

Forecasts and Purchase Orders. 7.1 SAGENT has supplied WORLDGEN ​ 6.2.1 On the EFFECTIVE DATE, or such later date that is at least ninety (90) days preceding the first requested delivery date for SUPPLIED MATERIALS, FIOCRUZ shall deliver to PROTALIX, FIOCRUZ’s quarterly projection of the quantities of SUPPLIED MATERIALS that FIOCRUZ anticipates ordering from PROTALIX for the four (4) calendar quarters commencing with an initial the first quarter that includes the first requested delivery date (the “INITIAL FORECAST”), together with a Purchase Order for SUPPLIED MATERIALS for the first two (2) calendar quarters covered by such Initial Forecast. The quantities of SUPPLIED MATERIALS specified for the remaining quarters of such Initial Forecast shall be non-binding forecast showing SAGENT’s estimated monthly requirements for Product for the twelve-month binding. Thereafter, ninety (12-months90) period commencing on the anticipated Commercial Launch Date. Promptly following the Commercial Launch Date and thereafter on days prior to the first business day of the first month during each subsequent calendar quarter during the term hereofTerm, SAGENT FIOCRUZ shall deliver to WORLDGEN an updated PROTALIX a rolling four (4) calendar quarter forecast updating the prior forecast (together with the Initial Forecast, each a “FORECAST”), together with a Purchase Order for the twelve-month first two (12-month2) period commencing on the first day of the immediately following calendar quarter for Product. It is understood that SAGENT before signing a supply agreement with a group purchasing organization will check with WORLDGEN as to the capacity of DOBFAR to produce such quantities in the time frame required. In addition, SAGENT shall notify WORLDGEN in writing as soon as practicable after it enters into any written agreement with a group purchasing organization with respect to the sale of the Product in the Territory. SAGENT shall place purchase orders for at least the quantity quarters of such Product Forecast. The quantities of SUPPLIED MATERIALS specified in for the first remaining two (2) quarters of such Forecast shall be non-binding. Unless agreed separately between the PARTIES, each Purchase Order shall specify no more than three (3) months delivery dates for the SUPPLIED MATERIALS in each calendar quarter. Purchase Orders shall be in writing, and no verbal communications or e-mail shall be construed to mean a commitment to purchase or sell. PROTALIX shall confirm receipt of each forecast any valid Purchase Order as soon as reasonably practicable after receipt. Subject to Sections 6.2.2, PROTALIX shall provide SUPPLIED MATERIALS to FIOCRUZ pursuant to valid Purchase Orders issued by FIOCRUZ to PROTALIX. FIOCRUZ shall provide PROTALIX with a written acknowledgment of receipt of SUPPLIED MATERIALS within three (3) BUSINESS DAYS of its receipt of SUPPLIED MATERIALS. This written acknowledgment shall confirm the quantity of SUPPLIED MATERIALS delivered and the remaining nine (9) months shall be a good faith estimate; provided, however, that with respect to forecasts given by SAGENT to WORLDGEN prior to the Approval Date SAGENT will have no firm obligation to purchase Product prior to the Launch Date. Notwithstanding anything in this Agreement to the contrary, DOBFAR shall guarantee manufacturing capacity and the ability to supply SAGENT [***] Indicates that text has been omitted which is the subject date of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission [***] of SAGENT’s annual forecasted quantity, and provided that SAGENT has complied with all provisions of this Section 7.1, in the event DOBFAR fails to supply such quantities, and SAGENT is required to pay inability payments to any customer of SAGENT’s, then DOBFAR shall reimburse SAGENT for all such inability payments. In the event that SAGENT’s requests for quantities of Product exceed the quantities provided for in the forecasts that have been submitted, DOBFAR shall use reasonable commercial efforts to supply such an increase in quantitydelivery.

Forecasts and Purchase Orders. 7.1 SAGENT has supplied WORLDGEN with an initial non-binding AFFYMETRIX will issue a forecast showing SAGENT’s estimated monthly requirements for Product for the twelve-month (12-months) period commencing on the anticipated Commercial Launch Date. Promptly following the Commercial Launch Date and thereafter on the first day of the first month during each calendar quarter schedule during the term hereof, SAGENT shall deliver to WORLDGEN an updated forecast for the twelve-month (12-month) period commencing on the first day of the immediately following calendar quarter for Product. It is understood that SAGENT before signing a supply agreement with a group purchasing organization will check with WORLDGEN as to the capacity of DOBFAR to produce such quantities in the time frame required. In addition, SAGENT shall notify WORLDGEN in writing as soon as practicable after it enters into any written agreement with a group purchasing organization with respect to the sale of the Product in the Territory. SAGENT shall place purchase orders for at least the quantity of such Product specified in the first three (3) months of each forecast and the remaining nine (9) months shall be a good faith estimate; provided, however, that with respect to forecasts given by SAGENT to WORLDGEN prior to the Approval Date SAGENT will have no firm obligation to purchase Product prior to the Launch Date. Notwithstanding anything in this Agreement to the contrary, DOBFAR shall guarantee manufacturing capacity and the ability to supply SAGENT [**] covering its estimated requirements for PRODUCTS for the succeeding [**]. Such forecast will be considered for planning purposes only and not a purchase commitment. Within ten (10) business days after the effective date of this AGREEMENT, AFFYMETRIX will issue to ENZO its first forecast schedule, it being understood by the parties that the first forecast for PRODUCTS will be based upon an [**.] A purchase order will be issued by AFFYMETRIX at least [**] Indicates that text has been omitted which is in advance of the subject requested delivery of a confidential treatment requestPRODUCT. This text has been separately filed purchase order will indicate specific delivery and/or shipping requirements. Orders placed with the Securities and Exchange Commission ENZO may not be canceled by AFFYMETRIX more than [**] after issuance of the order. ENZO will meet such delivery and/or shipping requirements unless it advises AFFYMETRIX within [**] of SAGENT’s annual forecasted quantitythe date of such purchase order that it is unable to supply PRODUCT as ordered by AFFYMETRIX, whereupon the parties agree to discuss a revised schedule for delivery of PRODUCT to AFFYMETRIX. After ENZO and provided that SAGENT has complied with all AFFYMETRIX agree to the provisions of a revised schedule, ENZO will make reasonable efforts to fulfill the provisions of the revised schedule; in no instance, however, will PRODUCT(s) be shipped [**] after issuance of the purchase order by AFFYMETRIX, unless agreed to by both parties. If ENZO is unable to meet the revised schedule, ENZO may designate interim or temporary manufacturers to manufacture PRODUCTS for ENZO, until such time as ENZO is ready to recommence supply by itself to AFFYMETRIX. Each purchase order shall be governed by the relevant provisions of this Section 7.1, AGREEMENT (unless otherwise expressly provided in the event DOBFAR fails individual purchase order and confirmed in writing by ENZO and AFFYMETRIX) and no term or condition which may appear in the printed matter in an AFFYMETRIX order form or any ENZO form that is contrary to supply such quantities, and SAGENT is required to pay inability payments the provisions of this AGREEMENT shall be binding on either party or apply to any customer of SAGENT’s, then DOBFAR shall reimburse SAGENT for all such inability payments. In the event that SAGENT’s requests for quantities of Product exceed the quantities provided for in the forecasts that have been submitted, DOBFAR shall use reasonable commercial efforts to supply such an increase in quantitytransaction under this AGREEMENT.

Forecasts and Purchase Orders. 7.1 SAGENT has supplied WORLDGEN with an initial 8.01 On or before October 1 during each Calendar Year of the Term hereof, Purchaser shall provide Manufacturer a non-binding annual forecast showing SAGENT’s estimated monthly requirements for Product for the twelve-month (12-months) period commencing describing on the anticipated Commercial Launch Date. Promptly following the Commercial Launch Date and thereafter on the first day a Monthly basis Purchaser's reasonably best estimate of the first month during each calendar quarter total quantity of Product Purchaser will require during the term hereof, SAGENT shall deliver to WORLDGEN an updated forecast for the twelve-month (12-month) period commencing on the first day following Calendar Year but not in excess of the immediately following calendar quarter for ProductAnnual Production Capacity. It is understood that SAGENT before signing a If Manufacturer reasonably believes it will be unable to supply agreement with a group purchasing organization will check with WORLDGEN as to the capacity of DOBFAR to produce such quantities in the time frame required. In additionannual forecast, SAGENT Manufacturer shall notify WORLDGEN advise Purchaser in writing as soon as practicable after it enters into any written agreement with a group purchasing organization with respect within thirty (30) days of the date of Manufacturer's receipt of the annual forecast and the parties will discuss in good faith in an effort to agree upon mutually acceptable alternative quantities and delivery dates. Commencing on the date hereof and thereafter during the Term hereof, not later than seven (7) Working Days prior to the sale beginning of the Product in the Territory. SAGENT each Month, Purchaser shall place purchase orders for at least the quantity of such Product specified in the first provide Manufacturer a non-binding three (3) months Month forecast containing Purchaser's reasonably best estimate of each forecast the Monthly volume of Product Purchaser will require, but not in excess of the Quarterly Production Capacity. Purchase Orders of Product within the Monthly forecasted volume, but not in excess of the Monthly Production Capacity, shall be submitted in writing or electronically on a weekly basis and adjusted to reflect customer patterns, Raw Material delivery and finished goods logistics. Weekly Purchase Orders shall not exceed the Weekly Production Capacity. Purchase Orders shall specify quantity of Product to be produced and delivered and the remaining nine (9) months shall be a good faith estimate; provided, however, that with respect to forecasts given by SAGENT to WORLDGEN prior to the Approval Date SAGENT will have no firm obligation to purchase Product prior to the Launch Date. Notwithstanding anything in this Agreement to the contrary, DOBFAR shall guarantee manufacturing capacity and the ability to supply SAGENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission [***] of SAGENT’s annual forecasted quantity, and provided that SAGENT has complied with all provisions of this Section 7.1, in the event DOBFAR fails to supply such quantities, and SAGENT is required to pay inability payments to any customer of SAGENT’s, then DOBFAR shall reimburse SAGENT for all such inability paymentsdelivery time. In no event, shall the event that SAGENT’s requests for quantities of Product cumulative volume per Purchase Orders from any 12 consecutive months exceed the quantities provided for in the forecasts that have been submitted, DOBFAR shall use reasonable commercial efforts to supply such an increase in quantityAnnual Capacity.