Common use of Orders and Delivery Clause in Contracts

Orders and Delivery. WYETH shall place its firm orders for Product with XXXXXXXXX by submitting a purchase order which sets forth (i) the quantity of Product ordered for delivery; and (ii) the delivery date for that order. Any such order which is in accordance with the forecast set forth in Section 4.1(b) shall be deemed to be accepted by XXXXXXXXX. For all other orders placed by WYETH, unless XXXXXXXXX notifies WYETH in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver Product in accordance with such purchase order, XXXXXXXXX shall be deemed to have accepted such purchase order as a binding order. If XXXXXXXXX notifies WYETH that it is unable to fill such purchase order, it shall indicate the portion of such purchase order XXXXXXXXX cannot supply by the requested delivery date and specify alternate delivery dates. WYETH may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that XXXXXXXXX has not completed Manufacturing pursuant to such purchase order at the time that notice of cancellation is received by XXXXXXXXX; provided that if XXXXXXXXX has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH shall reimburse XXXXXXXXX for [***] of the Material and Labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by XXXXXXXXX; and provided, further, that WYETH shall reimburse XXXXXXXXX for the cost of any other Material purchased by XXXXXXXXX to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in XXXXXXXXX'x operations. All Product shall be delivered F.O.B. XXXXXXXXX'x Facility in accordance with WYETH's instructions and title, possession and risk of loss shall pass to WYETH upon delivery of Product to WYETH's designated carrier at XXXXXXXXX'x loading dock. In the event that the Product are not delivered F.O.B. XXXXXXXXX'x Facility on the date specified in the applicable purchase order, XXXXXXXXX shall be responsible for any reasonable costs incurred by WYETH as a result of such delay, including, without limitation, any additional costs charged by WYETH's designated carrier.

Orders and Delivery. WYETH shall place its firm orders for the Product with XXXXXXXXX ACCESS by submitting a purchase order order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (ia) the quantity of the Product ordered for delivery; and (iib) the delivery date for that order. Any such purchase order which is in accordance with the forecast set forth in Section 4.1(b) terms and conditions of this Agreement shall be deemed to be accepted by XXXXXXXXXACCESS. For all other purchase orders placed by WYETH, unless XXXXXXXXX ACCESS notifies WYETH in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, XXXXXXXXX ACCESS shall be deemed to have accepted such purchase order as a binding order. If XXXXXXXXX ACCESS notifies WYETH that it is unable to fill such a purchase orderorder that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order XXXXXXXXX ACCESS cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that WYETH delivers a purchase order less than ninety (90) days prior to the requested delivery date, ACCESS shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ACCESS will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ACCESS is not able to meet such requested delivery date with respect to such order. * - Confidential portions have been omitted and are on file separately with the Commission. WYETH may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that XXXXXXXXX for which Manufacturing has not been completed Manufacturing pursuant to such purchase order at the time that notice of cancellation or modification is received by XXXXXXXXXACCESS; provided that if XXXXXXXXX Manufacturing has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH shall reimburse XXXXXXXXX ACCESS for [***] of the Material and Labor labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by XXXXXXXXXACCESS; and provided, further, that WYETH shall reimburse XXXXXXXXX ACCESS for the actual, reasonable out-of-pocket cost of any other Material purchased by XXXXXXXXX ACCESS to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in XXXXXXXXX'x ACCESS's operations. All Product shall be delivered F.O.B. XXXXXXXXX'x the Facility and in accordance with WYETH's instructions and titleinstructions. Title, possession and risk of loss shall pass to WYETH upon delivery of Product to WYETH's designated carrier at XXXXXXXXX'x the Facility's loading dock. In The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the event that the Product are parties hereto including, but not delivered F.O.B. XXXXXXXXX'x Facility on the date specified in the applicable limited to, any purchase order, XXXXXXXXX shall be responsible for any reasonable costs incurred by WYETH as a result of such delayacknowledgment, including, without limitation, any additional costs charged by WYETH's designated carrierconfirmation or notice.

Orders and Delivery. WYETH Prior to the transfer of Manufacturing, DEXO shall place its firm orders orders, either by writing or electronic means (fax or email) for the Product with XXXXXXXXX ULURU by submitting a purchase order order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (ia) the quantity of the Product ordered for delivery; and (iib) the delivery date for that order. Any such purchase order which is in accordance with the forecast set forth in Section 4.1(b) terms and conditions of this Agreement shall be deemed to be accepted by XXXXXXXXXULURU. For all other purchase orders placed by WYETHDEXO, unless XXXXXXXXX ULURU notifies WYETH DEXO in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, XXXXXXXXX ULURU shall be deemed to have accepted such purchase order as a binding order. If XXXXXXXXX ULURU notifies WYETH DEXO that it or its Contract Manufacturer is unable to fill such a purchase orderorder that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order XXXXXXXXX ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that DEXO delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. WYETH DEXO may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that XXXXXXXXX for which Manufacturing has not been completed Manufacturing pursuant to such purchase order at the time that notice of cancellation or modification is received by XXXXXXXXXULURU; provided that if XXXXXXXXX Manufacturing has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH DEXO shall reimburse XXXXXXXXX ULURU for [***] of the Material and Labor labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by XXXXXXXXXULURU; and provided, further, that WYETH DEXO shall reimburse XXXXXXXXX ULURU for the actual, reasonable out-of-pocket cost of any other Material purchased by XXXXXXXXX ULURU to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in XXXXXXXXX'x ULURU’s or its Manufacturer’s operations. All Product shall be delivered F.O.B. XXXXXXXXX'x Ex Works, the Facility and in accordance with WYETH's instructions and titleDEXO’s instructions. Title, possession and risk of loss shall pass to WYETH DEXO upon delivery of Product to WYETH's DEXO’s designated carrier at XXXXXXXXX'x the Facility’s loading dock. In The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the event that the Product are parties hereto including, but not delivered F.O.B. XXXXXXXXX'x Facility on the date specified in the applicable limited to, any purchase order, XXXXXXXXX shall be responsible for any reasonable costs incurred by WYETH as acknowledgment, confirmation or notice. DEXO reserve the right to split a result of such delay, including, without limitation, any additional costs charged by WYETH's designated carriermanufacturing batch into different packaging in line with its regulatory requirements within the territory.

Orders and Delivery. WYETH DISCUS shall place its firm orders for Product the Products with XXXXXXXXX ACCESS’s Third Party Manufacturers by submitting a purchase order order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (ia) the quantity of Product the Products ordered for delivery; and (iih) the delivery date for that order. Any such order which is in accordance with the forecast set forth in Section 4.1(b) shall be deemed to be accepted by XXXXXXXXX. For all other orders placed by WYETH, unless XXXXXXXXX If any ACCESS’s Third Part)’ Manufacturer notifies WYETH in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver Product in accordance with such purchase order, XXXXXXXXX shall be deemed to have accepted such purchase order as a binding order. If XXXXXXXXX notifies WYETH DISCUS that it is unable to fill such purchase order, it shall indicate the portion of such purchase order XXXXXXXXX it cannot supply by the requested delivery date and specify alternate delivery dates. WYETH Except with respect to orders placed to satisfy the binding portion of any Rolling Forecast, DISCUS may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that XXXXXXXXX Products for which Manufacturing has not been completed Manufacturing pursuant to such purchase order at the time that notice of cancellation or modification is received by XXXXXXXXXany ACCESS’s Third Party Manufacturer; provided that if XXXXXXXXX Manufacturing has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH DISCUS shall reimburse XXXXXXXXX the applicable ACCESS’s Third Party Manufacturer for [***] of the Material and Labor labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by XXXXXXXXXsuch ACCESS’s Third Party Manufacturer; and provided, further, that WYETH DISCUS shall reimburse XXXXXXXXX such ACCESS’s Third Party Manufacturer for the actual, reasonable out-of-pocket cost of any other Material purchased by XXXXXXXXX ACCESS’s Third Party Manufacturer to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in XXXXXXXXX'x such ACCESS’s Third Party Manufacturer’s operations. All Product Products shall be delivered F.O.B. XXXXXXXXX'x Facility in accordance with WYETH's instructions and titlethe Facility. Title, possession and risk of loss shall pass to WYETH DISCUS upon delivery of Product Products to WYETH's DISCUS’s designated carrier at XXXXXXXXX'x the Facility’s loading dock. In The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the event that the Product are parties hereto including, but not delivered F.O.B. XXXXXXXXX'x Facility on the date specified in the applicable limited to, any purchase order, XXXXXXXXX shall be responsible for any reasonable costs incurred by WYETH as a result of such delayacknowledgment, including, without limitation, any additional costs charged by WYETH's designated carrierconfirmation or notice.

Orders and Delivery. WYETH MEDA shall place its firm orders for the Product with XXXXXXXXX ULURU by submitting a purchase order order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (ia) the quantity of the Product ordered for delivery; and (iib) the delivery date for that order. Any such purchase order which is in accordance with the forecast set forth in Section 4.1(b) terms and conditions of this Agreement shall be deemed to be accepted by XXXXXXXXXULURU. For all other purchase orders placed by WYETHMEDA, unless XXXXXXXXX ULURU notifies WYETH MEDA in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, XXXXXXXXX ULURU shall be deemed to have accepted such purchase order as a binding order. If XXXXXXXXX ULURU notifies WYETH MEDA that it is unable to fill such a purchase orderorder that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order XXXXXXXXX ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that MEDA delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. WYETH MEDA may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that XXXXXXXXX Products for which Manufacturing has not been completed Manufacturing pursuant to such purchase order at the time that notice of cancellation or modification is received by XXXXXXXXXULURU; provided that if XXXXXXXXX Manufacturing has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH MEDA shall reimburse XXXXXXXXX ULURU for [***] of the Material and Labor labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by XXXXXXXXXULURU; and provided, further, that WYETH MEDA shall reimburse XXXXXXXXX ULURU for the actual, reasonable out-of-pocket cost of any other Material purchased by XXXXXXXXX ULURU to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in XXXXXXXXX'x ULURU’s operations. All Product Products shall be delivered F.O.B. XXXXXXXXX'x the Facility and in accordance with WYETH's instructions and titleMEDA’s instructions. Title, possession and risk of loss shall pass to WYETH MEDA upon delivery of Product Products to WYETH's MEDA’s designated carrier at XXXXXXXXX'x the Facility’s loading dock. In The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the event that the Product are parties hereto including, but not delivered F.O.B. XXXXXXXXX'x Facility on the date specified in the applicable limited to, any purchase order, XXXXXXXXX shall be responsible for any reasonable costs incurred by WYETH as a result of such delayacknowledgment, including, without limitation, any additional costs charged by WYETH's designated carrierconfirmation or notice.