Common use of Purchase Orders Clause in Contracts

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor (i) in the case of formal written Purchase Orders, when placed in the mail or electronically transmitted prior to the termination of the contract period, Contract and addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award NotificationNotification or (ii) in the case of electronic Purchase Orders or Purchasing Card purchases, when electronically transmitted to the Contractor prior to the termination of the Contract. All Purchase Orders issued pursuant to Contracts a Contract let by the Commissioner must bear be identified with the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is Products are to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled canceled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts contracts let by the Commissioner must bear the appropriate Contract contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts centralized contracts will be placed by Authorized Users directly with the Contractor and any shall be deemed to incorporate the terms and conditions set forth in this Contract by reference. Any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an The Purchase Order shall indicate the address for delivery of the Product. Authorized User add written terms shall confirm pricing, supported hardware platforms and conditions model availability with Contractor prior to placement of orders. Contractor’s order form shall, at a minimum, contain the Purchase Order that conflict with the terms NYS Product reference number, license type, price, and conditions of the Contractmust separately itemize quantities for software, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms documentation, and conditions in good faith with the Authorized User, or fulfill the Purchase Orderservices. Notwithstanding the above, the Authorized User The State reserves the right to dispute require any discrepancies arising other information from the presentation of additional terms and conditions with Contractor which the ContractorState deems necessary in order to verify any Purchase Order placed under the Contract. If, with respect to an Agency Specific Contract agency specific contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation canceling of such requirement by the OGS Commissioner with with, at the OGS Commissioner’s discretion, a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts a Contract let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is A Purchase Order shall be deemed to be delivered received on the Business Day on which it is placed provided that the Order is placed in “proper form” (as defined in the Prospectus) prior to Order Cut-Off Time on such date, and cash in the appropriate amount is deposited with the Fund’s custodian by 1:00 p.m. Eastern Time or furnished such other time as designated by Contractor until transmittal of an official such custodian on settlement date. If the Order is not placed in proper form by Order Cut-Off Time or federal funds in the appropriate amount are not received by 1:00 p.m. Eastern Time on settlement date, then the Order may be deemed to be rejected and the Participant shall be liable to the Fund for losses, if any, resulting therefrom. If the Participant has submitted a Purchase Order from in proper form but is unable to deliver all or part of the Authorized User. Unless terminated Deposit Securities at or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination time specified by the Fund or its custodian, an additional amount of cash shall be required to be deposited with the Fund, pending delivery of the contract periodmissing Deposit Securities, addressed to the Contractor extent necessary to maintain an amount of cash on deposit with the Fund at least equal to 105% of the address for receipt daily marked to market value of orders set forth in the Contract or in missing Deposit Securities (the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let “Additional Cash Deposit”), which percentage may be changed by the Commissioner Fund from time to time. The Additional Cash Deposit, which shall be in addition to the delivery of the available Deposit Securities and Cash Component by the Participant, must bear be delivered no later than the appropriate Contract number anddate and time specified by the Fund or its custodian, if necessary, required State approvalsand shall be held by such custodian and marked-to-market daily. As deemed necessaryThe Fund may use the Additional Cash Deposit to purchase the missing Deposit Securities at any time without prior notice to the Participant. In the event that the Additional Cash Deposit is not paid, the Authorized User Fund may confirm pricing use the cash on deposit to purchase the missing Deposit Securities. The Participant will be liable to the Fund for any and other Product information all expenses and costs incurred by such Fund in connection with the Contractor prior to placement any such purchases, including fees of the Purchase Order. The State reserves Transfer Agent or custodian in respect of the right to require any other information from delivery, maintenance and redelivery of the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentAdditional Cash Deposit, and the Contract terms Participant shall be resolved in favor liable to the Fund for any shortfall between the cost to the Fund of purchasing any missing Deposit Securities and the value of the terms most favorable Additional Cash Deposit including, without limitation, liability for related brokerage, borrowings and other charges. These costs will be deemed to include the Authorized User. Should an Authorized User add written terms and conditions to amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not was deemed received by the Contractor within two weeks after Distributor, plus the issuance of a Contract Award Notification, it is the responsibility brokerage and related transaction costs associated with such purchases. The Fund will return any unused portion of the Contractor Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Fund’s custodian or purchased by the Fund and deposited into the Fund. The Fund shall charge, and the Participant agrees to request in writing that pay to the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of timeFund, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, applicable transaction fee and any additional fees prescribed in the discretion Prospectus. The delivery of Creation Units of the OGS Commissioner and without cost to Fund so created will occur no later than the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricesettlement date.

Purchase Orders. Unless otherwise authorized Contemporaneously with its delivery of a Forecast, Prometheus shall deliver to GSK a purchase order (each, a "Purchase Order") for any Product volumes in writing by such Firm Zone for which Purchase Orders have not already been submitted in prior months, and such Product volumes shall be equivalent to full increments of GSK's standard batch size for each Product as per Schedule 3.1. Each Purchase Order shall specify the Commissionervolumes of Products ordered, no and the Delivery Date the Product is to be made available to Prometheus for pick-up by Prometheus' designated carrier or freight forwarder. Purchase Orders may be delivered electronically or furnished by Contractor until transmittal of an official other means to such location as GSK shall reasonably designate. Prometheus shall issue each Purchase Order from to GSK not less than one hundred twenty (120) days prior to (i) the Authorized User. Unless terminated or cancelled Delivery Date on which Prometheus has requested GSK to deliver Product pursuant to the authority vested in the Commissionereach such Purchase Order, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to (ii) the termination of this Agreement pursuant to Section 14.2(a) or the contract period, addressed expiration of the Term. Provided that the Product volumes conform to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing Firm Zone volumes under Section 2.2 and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete requested Delivery Dates on any Purchase Order placed under conform to the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor requirements of the terms most favorable to the Authorized User. Should an Authorized User add written terms immediately preceding sentence, GSK will review and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the accept such Purchase Order within five business days (5) Business Days after receipt thereof. If Product volumes or requested Delivery Dates on any Purchase Order do not so conform in any respect, then such Purchase Order shall be reviewed and handled by the parties in accordance with Section 2.4. In the absence of its the receipt but by GSK of a Purchase Order for any volumes in the Firm Zone, the volumes forecast in such Firm Zone shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the constitute a binding Prometheus Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising Purchase Order quantities Delivered by GSK may vary by ± [***] percent ([***]%) from the presentation quantities ordered. Such variances shall not constitute a breach of additional terms contract by GSK, provided that Prometheus shall only be obligated to pay for the amount of invoiced Product actually received, subject to Sections 6.2 and conditions 6.3. Notwithstanding anything to the contrary herein, following the date on which Prometheus has received the required Regulatory Authority Consents to manufacture the Products at its own facility, or at a Third Party facility as described in Section 4.6, Prometheus may elect to no longer submit Forecasts or Purchase Orders under Sections 2.2 and 2.3 provided that Prometheus shall notify GSK in writing that it will no longer submit Forecasts and/or Purchase Orders. If Prometheus provides such notice, then GSK shall only be obligated to accept any Purchase Orders that conform with the Contractorlast monthly Forecast and such corresponding Firm Zone submitted by Prometheus prior to such notice. IfFor the avoidance of doubt, Prometheus may continue to submit monthly Forecasts per Section 2.2 (even if Prometheus already has received the required Regulatory Authority Consents for manufacture as described in Section 4.6) and the Parties' obligations to submit and accept Purchase Orders shall continue to be governed by Sections 2.3 and 2.4 during the Term and subject to conditions per Section 4.4(a) and 14.2(b). *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceomitted portions.

Purchase Orders. Unless otherwise authorized In connection with the Original PUMA Agreement Date and thereafter not later than ten (10) Business Days prior the first date of each Calendar Quarter, Seller will provide to Buyer a tranche notice substantially in the form hereto attached as Exhibit G (each, a “Tranche Notice”), which shall contain the aggregate System Capacity of the Facilities which are to be installed in connection with the applicable PPAs set forth in Annex D hereof that Seller expects will be included in a Tranche and that Seller reasonably expects will satisfy the applicable Deposit Milestones in such Calendar Quarter. So long as no Seller Default has occurred and is continuing hereunder, Buyer will, within five (5) Business Days of such notice, submit to Seller a Purchase Order for such Facilities. So long as no Buyer Default has occurred and is continuing hereunder, Seller shall promptly accept each such Purchase Order by countersigning and returning it to Buyer; provided that the failure of Seller to countersign or return to Buyer a Purchase Order shall not invalidate such Purchase Order and Seller shall be obligated to deliver the Bloom Systems comprising such Facility under such Purchase Order as contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Parties acknowledge and agree that, unless mutually agreed in writing by the CommissionerParties, in no Product is event shall the aggregate Purchase Price (inclusive of any Purchase Price Adder(s)) for the Portfolio exceed the Maximum Aggregate Portfolio Purchase Price. Accordingly, in furtherance and not in limitation of the foregoing, Seller shall not issue a Tranche Notice for, and Buyer shall have no obligation to be delivered or furnished by Contractor until transmittal of an official issue a Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement otherwise pay any portion of the Purchase Order. The State reserves the right to require Price in connection with, any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specifiedFacility or Facilities which, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor upon Commencement of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, Operations with respect to an Agency Specific Contract let such Facility or Facilities, would result (or be reasonably likely to result) in the aggregate Purchase Price (inclusive of any Purchase Price Adder(s)) for the Portfolio exceeding the Maximum Aggregate Portfolio Purchase Price, unless mutually agreed in writing by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceParties.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All A ll Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized Imperva will order Integrated Products hereunder by submitting purchase orders to Seller (“Purchase Orders”). Seller shall accept and acknowledge in writing all Purchase Orders submitted by Imperva that are in accordance with this Agreement and shall provide the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal confirmed date of an official arrival (“Confirmed Date of Arrival”) at the Fulfillment Center which shall not exceed the number of days set forth below. Seller will only reject a Purchase Order if such order does not comply with the terms or this Agreement. If Seller does not provide Imperva with valid written notice of rejection within five (5) business days from the Authorized User. Unless terminated or cancelled pursuant Imperva’s submission of a Purchase Order to the authority vested in the CommissionerSeller, such Purchase Orders Order shall be effective automatically accepted. Seller will ensure that all Integrated Products ordered under a Purchase Order are manufactured by Xxxxxxx and binding upon the Contractor when placed in the mail or electronically transmitted prior shipped to the termination a Fulfillment Center and ready for release as set forth below within [***] days from receipt of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationapplicable Purchase Order. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms this Agreement shall be resolved in favor of the terms most favorable subject only to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions hereof. Any other Seller terms and conditions shall not apply to this Agreement or the Purchase Orders. Imperva shall have the right to cancel any Purchase Order if it provides notice of the Contract, the Contractor has the option of rejecting cancellation to Seller not later than ten (10) days after the Purchase Order submission date. Imperva shall issue a Release (as set forth in Section 8.4) for each Integrated Product within five business days six (6) months from such products arrival at the Fulfillment Center. In case that Imperva has not issued a Release within six (6) months from the arrival of its receipt but an Integrated Product (that had been ordered by Imperva under this Agreement) at the Fulfillment Center, Seller shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves have the right to dispute any discrepancies arising ship such Integrated Product to a “Default Imperva Warehouse” (set forth in Exhibit A) and invoice Imperva, provided that all shipments from the presentation of additional terms Fulfillment Center had been shipped on first in first out (“FIFO”) basis and conditions with the ContractorIntegrated Products meet all the specifications and quality requirements. If, with respect to an Agency Specific Contract let Integrated Products that have been ordered by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, Imperva under this Agreement and held in the discretion of the OGS Commissioner Fulfillment Center (or at Imperva’s Logistics Partners) for more than one hundred and without cost to the State, result five (105) days will carry price markup as set forth in the cancellation following table: Number of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.days 0 to 105 106-120 121-150 151-180 % markup [***] [***] [***] [***]

Purchase Orders. Unless otherwise authorized Sub-Distributor shall order the Products in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict accordance with the terms and conditions of this Agreement. Each order for the Contract, purchase of the Contractor has the option of rejecting the Products (a “Purchase Order”) must be submitted to Distributor by Sub-Distributor by email or Distributor’s electronic data interchange (EDI) system. Each Purchase Order within five business days shall specify (i) the quantity of its the Products being ordered, (ii) the applicable Wholesale Minimum Price (as defined below) for the Products ordered, (iii) the price to be paid by Sub-Distributor to Distributor for the Products ordered, (iv) payment terms granted by Distributor, and (v) the requested receipt but shall first attempt date and delivery instructions for the applicable Products ordered. Receipt dates must be during the term of this Agreement, except Sub-Distributor may request, subject to negotiate the additional written terms Distributor’s acceptance in Distributor’s sole and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissionerabsolute discretion, a Purchase Order is not received by the Contractor within two weeks with a requested receipt date after the issuance expiration or termination of this Agreement, in which case, if accepted by Distributor, the terms and conditions of this Agreement shall apply to such purchase, but under no circumstances should such purchase be deemed to be or construed as being a Contract Award Notification, it is renewal or extension of this Agreement or the responsibility exclusivity rights granted to Sub-Distributor herein. The Parties agree that to the extent that any of the Contractor to request in writing that terms and conditions of this Agreement conflict or are inconsistent with the appropriate Authorized User forward a Purchase Order. If, thereafter, a terms or conditions of any Purchase Order is not received within a reasonable period of timesubmitted by Sub-Distributor, the Contractor terms and conditions of this Agreement shall promptly notify in writing prevail and control to the appropriate purchasing officer in OGS. Failure to timely notify extent of any such officer mayconflict or inconsistency, unless the Purchase Order containing such conflicting or inconsistent terms and conditions is countersigned by Distributor, in which case the discretion of the OGS Commissioner terms and without cost conditions set forth in such Purchase Order shall prevail and control to the State, result in the cancellation extent of any such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceconflict or inconsistentcy.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor (i) in the case of formal written Purchase Orders, when placed in the mail or electronically transmitted prior to the termination of the contract periodContract, and addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award NotificationNotification or (ii) in the case of electronic Purchase Orders or Purchasing Card purchases, when electronically transmitted to the Contractor prior to the termination of the Contract. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear be identified with the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized From time to time, Amarin shall deliver to Chemport one (1) or more purchase orders (“Purchase Orders”) for the aggregate API volumes in writing by each binding portion of a [***] Forecast. Each Purchase Order shall specify the Commissionervolumes of API ordered, no Product is to the Shipment Date and the destination for delivery of the API. The Purchase Orders may be delivered electronically or furnished by Contractor until transmittal of an official Purchase Order from other means to such location as Chemport shall designate. Chemport shall deliver such API to Amarin’s carrier on the Authorized User. Unless terminated or cancelled pursuant to Shipment Date specified by Amarin; provided, however, that the authority vested in Shipment Date is no less than [***] after the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination date of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement submission of the Purchase Order. The State reserves In the right event that Chemport shall not be able to require any other information from deliver API to Amarin’s carrier by the Contractor which the State deems necessary Shipment Date specified in order a Purchase Order, Chemport shall notify Amarin promptly in writing upon discovery of its inability to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly comply with the Contractor and terms of this Section 2.5; provided, however, that such notification shall not relieve Chemport of any discrepancy between the terms stated liability for failure to deliver API to Amarin’s carrier on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable such Shipment Date. If Chemport fails to the Authorized User. Should an Authorized User add written terms and conditions to meet the Purchase Order or any portion thereof on or before the applicable Shipment Date, in addition to other remedies that conflict with may be available to Amarin under the terms Legal Requirements, Amarin may purchase the shortage of such API from Third Parties and conditions Chemport shall pay to Amarin the difference in price of such API purchased from a Third Party (a “Secondary Supplier”) and the API Price for the API shortage; provided, however, that in no event shall such payment exceed an amount equal to the volume of shortage times [***] of the Contractthen applicable API Price that Chemport is charging to Amarin for API. If Amarin fails to order API in the amount specified in the binding portion of the [***] Forecast, in addition to other remedies that may be available to Chemport under the Contractor has Legal Requirements, Amarin shall pay to Chemport [***] of the option then current API Price that Chemport is charging to Amarin for API for the volume of rejecting API under the Purchase Order within five business days binding portion of its receipt but shall first attempt the [***] Forecast less the actual amount ordered by Amarin. If Amarin fails to negotiate purchase the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the relevant minimum yearly purchase requirement as set forth above, in addition to other remedies that may be available to Chemport under the Authorized User reserves the right Legal Requirements, Amarin shall pay to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility Chemport [***] of the Contractor then current API Price that Chemport is charging to request in writing that Amarin for API for the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, relevant minimum yearly purchase requirement as set forth above less the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, actual amount purchased by Amarin in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricerelevant year.

Purchase Orders. Unless otherwise authorized in writing by During the CommissionerTerm of this Agreement, no Product is to be delivered or furnished by Contractor until transmittal Purchaser may issue Purchase Orders containing instructions for performance under this Agreement, specifying the Specification number (i.e., change number) and quantities (and type, if applicable) of an official the Products desired. Supplier shall notify Purchaser promptly if the Specification number (change number) on the Purchase Order from does not match the Authorized UserSpecification number (change number) of the Product that Supplier has agreed to produce. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Such Purchase Orders shall be effective constitute the only authorization for Supplier to provide Products to Purchaser, and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let Purchaser shall accept only that performance that has been pre-authorized as evidenced by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the a Purchase Order. The State reserves the right Supplier shall confirm its receipt and acceptance of each Purchase Order. Supplier shall not be entitled to require any other information from the Contractor reject an order which the State deems necessary complies as a Purchase Order under this Agreement. For clarification, nothing in order this Agreement requires Purchaser to complete submit any Purchase Order placed under Orders or obligates Purchaser to purchase any quantity of Products other than as reflected in those portions of the ContractRolling Monthly Forecasts which are binding. Unless otherwise specifiedPurchaser may make changes to the identity of Products, all quantities, and/or delivery dates or delivery locations specified in issued Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with without penalty, additional cost, or the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor consent of the terms most favorable to Supplier, provided that such changes are made outside of the Authorized UserFirm Lead-Time (as established in Section 3.4) and are otherwise in compliance with this Agreement. Should an Authorized User add written terms and conditions to Supplier shall reference the Purchase Order number on all packing slips (and/or bills of lading) and invoices (including commercial invoices) for Product(s) delivered hereunder. Any term or condition of any Purchase Order, packing slip, xxxx of lading, or invoice that conflict with is different from or contrary to the terms and conditions of the Contract, the Contractor has the option this Agreement shall be void and of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms no force and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceeffect.

Purchase Orders. Unless otherwise authorized Purchase and delivery of the Products shall be made pursuant to written or electronic individual purchase orders issued by Company to Novavax (each a “Purchase Order”). Company shall submit such Purchase Orders to Novavax as far in writing by advance as reasonably practicable, but in any event not less than twelve (12) weeks in advance of the Commissioner, no Product is delivery date(s) requested in such Purchase Order. A Purchase Order shall be deemed to be delivered accepted by Novavax when Novavax returns a written or furnished by Contractor until transmittal of an official electronic order acknowledgement to Company. Novavax shall promptly return a written or electronic order acknowledgement to Company for each Purchase Order from the Authorized User. Unless terminated or cancelled pursuant received unless Novavax will be unable to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address timely meet Company’s requirement for receipt of orders Product as set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the applicable Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Orders shall specify quantities ordered, delivery dates, and delivery and shipping instructions. Inconsistencies between a Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms this Agreement shall be resolved in favor of the terms most favorable to the Authorized Userthis Agreement. Should an Authorized User add written terms and conditions to the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Company acknowledges that Novavax may be prevented from meeting a delivery date and/or order quantity set forth in a Purchase Order that conflict with (the terms and conditions “Order Requirements”) as a result of the ContractManufacturing Facility production schedule, and in such event Novavax will use commercially reasonable efforts to meet the Contractor has Order Requirements at such time as the option Manufacturing Facility production schedule reasonably permits. If Novavax anticipates that it will be unable to meet Order Requirements for a reason other than the Manufacturing Facility production schedule, Novavax will notify Company immediately of rejecting such inability, and the Purchase Order within five business days of its receipt but shall first attempt to Parties will negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricenew mutually acceptable delivery date and/or quantity.

Purchase Orders. Unless otherwise authorized To order Batches of Product to be supplied by Novasep, Celladon shall provide to Novasep written Purchase Orders specifying the number of Batches of Product ordered, the delivery destination(s) and the requested delivery dates for the particular Batches. The quantity of Product ordered in writing by each Purchase Order shall be in whole numbers of Batches. No later than […***…] days after Celladon’s delivery to Novasep of the CommissionerInitial Forecast, Celladon shall submit a written Purchase Order ordering the Batches of Product forecasted for the Binding Period of the Initial Forecast. On a quarterly basis thereafter during the Term, no Product is later than seven days after delivery of each Forecast pursuant to be delivered or furnished by Contractor until transmittal of an official Section 4.5, Celladon shall submit a written Purchase Order from for the Authorized User. Unless terminated or cancelled pursuant to number of Batches of Product forecasted for the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination last quarter of the contract period, addressed to Binding Period of such Forecast. Promptly after the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement submission of the Purchase OrderOrder for the Binding Period of the Initial Forecast and on or about […***…] of each year thereafter during the Term, the parties shall meet and discuss in good faith and agree reasonably on the timing and schedule of the manufacturing campaigns to be conducted by Novasep during the following calendar year to manufacture and deliver the total number of Batches ordered for such calendar year and on the delivery schedule for each of the Batches resulting from such manufacturing campaign (such agreed schedule for a particular calendar year, the “Manufacturing Schedule”). The State reserves Each Manufacturing Schedule shall include the right expected delivery dates by calendar quarters of the Batches ordered for the calendar year. Novasep shall accept and shall be deemed to require any other information from accept each Purchase Order submitted by Celladon in accordance with the Contractor which terms of this Agreement, subject to the State deems necessary Maximum Capacity. Purchase Orders for Product submitted by Celladon shall reference this Agreement and shall be governed exclusively by the terms contained herein. Any provision in order to complete any Purchase Order placed under the Contract. Unless otherwise specifiedOrder, all Purchase Orders against Centralized Contracts will be placed invoice, or similar document furnished by Authorized Users directly with the Contractor and Celladon or Novasep that is in any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict way inconsistent with the terms and conditions of the Contractset forth in this Agreement is hereby rejected, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let unless otherwise expressly agreed by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request parties in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricewriting.

Purchase Orders. Unless Seller’s authorization to perform work under this Agreement will be given by NSA in the form of a Purchase Order executed by an officer of NSA or their written designee (“Purchase Order”). NSA will not pay Seller for Products or charges for Products unless the Products are produced, and the charges were incurred, to fill an authorized Purchase Order previously submitted to Seller by NSA, except as provided in Section 17. The Purchase Orders shall set forth a quantity of Products which NSA requires from Seller and the delivery requirements. The Purchase Order is the authorization by NSA to order materials, allocate labor or equipment, or enter into any other commitments for the assembly of the Products. NSA shall issue Purchase Orders for delivery of Products at NSA’s discretion. Upon receipt of a Purchase Order, Seller shall send NSA within 48 hours written confirmation of such receipt and shall confirm the delivery date for such Products. Except as provided in Xxxxxxx 00, XXX shall not be responsible for work performed, material purchased or other commitments or expenses incurred by Seller other than as stated in the Purchase Order provided by NSA unless otherwise authorized agreed to in writing by both Parties. Seller will ship Product on the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders date set forth in each Purchase Order provided that: (i) such date cannot be less than the Contract or number of days agreed upon in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let subsequent written memorandums signed by the Commissioner must bear the appropriate Contract number andParties and expressly referring to this Agreement; and (ii) NSA may, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of shipment, request that Seller delay the Purchase Ordershipment date subject to the Parties’ agreement to the payment by NSA for any additional storage charges. The State reserves the right Parties agree to require any other information from the Contractor which the State deems necessary in set minimum order to complete any Purchase Order placed under the Contract. Unless otherwise specified, sizes for all Purchase Orders against Centralized Contracts will under this Agreement in subsequent written memorandums signed by the Parties and expressly referring to this Agreement. NSA shall provide Seller monthly during the term of this Agreement with a good faith rolling forecast of its Product needs for the following twelve (12) month period. Except as provided in Section 17, such forecasts provided by NSA shall be placed by Authorized Users directly only for Seller’s production planning and capacity EXECUTION COPY planning purposes and negotiations with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentmaterials vendors, and the Contract terms shall be resolved not constitute Purchase Orders by NSA and shall in favor of the terms most favorable no way obligate NSA to the Authorized User. Should an Authorized User add written terms and conditions to the issue Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceOrders based thereon.

Purchase Orders. Unless otherwise authorized in writing by the CommissionerTogether with each Detailed Forecast provided under Section 3.2(b), no Product is Company shall issue a purchase order to CyDex for Commercial Grade Captisol to be delivered or furnished by Contractor until transmittal to Company during the next [***] following the date on which such Detailed Forecast is submitted (for [***] delivery to Company consistent with the Detailed Forecast). Notwithstanding any other provision of an official Purchase Order the Agreement, CyDex shall not be required to deliver Captisol on a date less than [***] from the Authorized Userdate that the relevant purchase order is submitted. Unless terminated Each purchase order, for all grades of Captisol, shall specify: (i) the grade of Captisol ordered (i.e., Commercial Grade Captisol, Clinical Grade Captisol or cancelled pursuant Research Grade Captisol); (ii) quantities of Captisol to be delivered; (iii) delivery dates; and (iv) shipping instructions. CyDex shall use all commercially reasonable efforts to accommodate the authority vested quantities and delivery dates requested in the Commissionerpurchase order; provided, Purchase Orders shall be effective and binding upon however, that (i) the Contractor when placed in the mail or electronically transmitted purchase order is received by CyDex at least [***] prior to the termination requested delivery date for Captisol, and (ii) the quantities are within the Purchase Volume Limitations. No purchase order shall be binding upon CyDex until accepted by CyDex in writing; provided that CyDex shall accept or reject Company’s purchase order in writing within [***] after CyDex’s actual receipt of each purchase order. A failure to reject Company’s purchase order within such [***] of actual receipt of the contract periodpurchase order will be deemed an acceptance by CyDex of the purchase order. Acceptance of the purchase order shall obligate CyDex to comply with the delivery specifications set forth therein, addressed including Captisol quantities, delivery locations and delivery dates. If CyDex rejects a purchase order issued by Company or its Affiliates that (i) is received by CyDex at least [***] prior to the Contractor at requested delivery date, and (ii) requests quantities of Captisol within the address Purchase Volume Limitations, then Company shall bear no responsibility nor liability for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant any resulting failure to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information meet Company’s obligations associated with the Contractor prior to placement of the Purchase OrderDetailed Forecasts. The State reserves the right to require If any purchase order or other document submitted by Company hereunder or any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy document passing between the parties contains terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved conditions in favor of the terms most favorable addition to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict or inconsistent with the terms and conditions of the Contractthis Agreement, the Contractor has the option terms of rejecting the Purchase Order within five business days of its receipt but this Agreement shall first attempt to negotiate the control and prevail and such additional written or inconsistent terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceare hereby expressly rejected.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is Products are to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized UserUser requiring the Product. Unless terminated or cancelled canceled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract for receipt of orders, or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts contracts let by the Commissioner must bear the appropriate Contract contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts centralized contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms NYS Entity Purchase Orders or Order Forms must include the parcel delivery street address and conditions to "mark for" recipient name or project name plus the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractorrecipient phone number. If, with respect to an Agency Specific Contract let by the OGS Commissioneragency specific contract, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation canceling of such requirement by the OGS Commissioner with with, at the Commissioner’s discretion, a corresponding reduction in the Contract contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing Agencies shall order Services by issuing Purchase Orders as follows: Authorized Purchasers shall submit Purchase Orders to Contractor identifying any agreed upon Service details. Authorized Purchasers that are agencies of the Commissioner, no Product State of Oregon may use either of the following as ordering instruments: i) the DAS-approved purchase order form (attached as Exhibit 3); or ii) an electronic ordering method when the Authorized Purchaser is to be delivered or furnished by Contractor until transmittal of an official using a Small Purchase Order Transaction System (SPOTS) card. Unless expressly authorized by DAS in writing, Contractor shall not accept a different type of ordering instrument from a State agency. Authorized Purchasers that are not agencies of the State of Oregon may use their own Purchase Order forms. To be effective, the Purchase Order must specify all of the following:  The MANDATORY PURCHASE ORDER LANGUAGE set forth below.  The specific Services ordered.  The net price.  The requested delivery schedule.  The delivery location(s).  The invoicing address.  The Authorized Purchaser’s authorized representative contact information including email address. Contractor shall accept Purchase Orders from Authorized Purchasers that comply with the provisions of this Price Agreement until this Price Agreement terminates. Each such Purchase Order Contractor accepts shall create a separate Contract between the parties, enforceable in accordance with the terms thereof and independent of all other such Contracts. DAS is not obligated or liable under a Purchase Order unless DAS is the Authorized UserPurchaser. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the A Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let created by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any a Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor consists only of the terms most favorable to the Authorized Userspecified or required by this Price Agreement. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the ContractAdditional, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written different or conflicting terms and conditions in good faith with any Purchase Order are of no effect. Contractor shall reject any Purchase Order that does not meet the requirements of this Price Agreement. Contractor shall reject a Purchase Order from any entity that is not an Authorized User, or fulfill Purchaser. Contractor may verify Authorized Purchasers that are ORCPP participants at the following address: xxxxx://xxx.xxxxxx.xxx/das/Procurement/Pages/Orcppmember.aspx Contractor may verify Authorized Purchasers that are MCUA participants at the following address: xxxxx://xxxx.xxx.xx.xxx/ContractSearch/MCUAListing.aspx Nothing in this Price Agreement obligates any Authorized Purchaser to place any Purchase Order. Notwithstanding the aboveMANDATORY PURCHASE ORDER LANGUAGE: THIS PURCHASE IS SUBMITTED PURSUANT TO OREGON DAS PRICE AGREEMENT # DASPS-3270-19. THE PRICE AGREEMENT, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. IfINCLUDING STANDARD CONTRACT TERMS AND CONDITIONS (T'S & C'S) CONTAINED IN THE PRICE AGREEMENT, with respect to an Agency Specific Contract let by the OGS CommissionerIS INCORPORATED BY REFERENCE AND APPLIES TO THIS PURCHASE AND TAKES PRECEDENCE OVER ALL OTHER CONFLICTING T'S AND C'S, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceEXPRESS OR IMPLIED.

Purchase Orders. Unless otherwise authorized “Purchase Order” means any written order submitted by Buyer to Clearspan for the purchase of Equipment under this Agreement in the form attached hereto as Exhibit A. Buyer shall purchase Equipment under this Agreement by submitting to Clearspan a Purchase Order for such Equipment. A Purchase Order is deemed to have been accepted and is binding on both parties if Clearspan signs the Purchase Order and returns it to Buyer by mail, e-mail or facsimile. Clearspan shall be free to reject any Purchase Order for Equipment submitted by Buyer. The purchase price for any Equipment set forth on a Purchase Order accepted by Clearspan has been determined based on Clearspan’s then current prices for the components and its performance thereof from its regular source of supply. The parties acknowledge that the costs for such components and for Clearspan’s performance of that Purchase Order may be volatile and to sudden increases in expense. Clearspan endeavors to use commercially reasonable efforts to obtain advantageous pricing for components of the Equipment and for the performance of Purchase Orders. Buyer agrees that Clearspan shall have the right to equitably increase the price for the Equipment set forth on any Purchase Order in the event the price to it of supplies, materials, equipment, services of personnel, whether of its own employees, subcontracted labor or of other providers, transportation, energy or the other items required to perform that Purchase Order are materially increased by the provider of such goods, commodities or services. Clearspan shall provide Buyer written notice of any such increase whereupon the Buyer shall, within fifteen (15) days, notify Clearspan in writing of its election to either: (i) agree to pay the new price for the Equipment specified by Clearspan or (ii) cancel that Purchase Order in its entirety. A failure by the Commissioner, no Product is Buyer to be delivered or furnished by Contractor until transmittal timely notify Clearspan of an official Purchase Order from the Authorized User. Unless terminated or cancelled its election pursuant to the authority vested in the Commissioner, Purchase Orders immediately preceding sentence shall be effective and binding upon deemed Xxxxx’s election to agree to pay the Contractor when placed in new price for the mail or electronically transmitted prior to the termination Equipment specified by Clearspan. A cancellation of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received in its entirety by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor Buyer pursuant to request in writing this Section 2 shall relieve Clearspan and Buyer from all further liability under that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by Where the CommissionerCustomer elects to place individual Purchase Orders under this Call Off Contract from time to time, no Product is the Customer, following consultation with the Supplier, shall specify the procedure for such adhoc orders of Goods and Services, such procedure to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested substantially in the Commissioner, Purchase Orders shall be effective and binding upon form set out at Appendix 1 of the Contractor when placed in the mail or electronically transmitted Order Form (Purchasing Procedure). The Customer may at any time up to 24 hours prior to the termination despatch of the contract period, addressed Goods and delivery of purchased Goods amend or cancel a Purchase Order by written notice to the Contractor Supplier. If the Supplier receives the written notice in accordance with clause 8.1.2 at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant any time up to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor 24 hours prior to placement despatch of the Purchase Order. The State reserves , the right Supplier shall not be entitled to require recover of any other information costs from the Contractor which Customer in relation to any amendment or cancellation of a Purchase Order. If the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation Customer amends or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting cancels the Purchase Order within five business days 24 hours prior to the despatch of the Purchase Order, the Supplier shall be entitled to reimbursement of its receipt but reasonably incurred costs provided that it mitigates such costs and provides evidence of those costs to the reasonable satisfaction of the Customer. For the avoidance of doubt, where the amendment or cancellation of the Purchase Order is directly or indirectly due to the Supplier’s failure to comply with its obligations under this Call-Off Contract, the Customer shall first attempt have no liability to negotiate the additional written Supplier in repsect of such amendment or cancellation. The Parties acknowledge and agree that the specific information and terms and conditions set out in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a validly executed Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility shall be applicable only in respect of the Contractor specific Goods and delivery of purchased Goods which have been ordered pursuant to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is and shall not received within a reasonable period be applicable to any other Goods and delivery of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure purchased Goods ordered pursuant to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceany other Purchase Order under this Call Off Contract.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is Products are to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled canceled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts contracts let by the Commissioner must bear the appropriate Contract contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts centralized contracts will be placed by Authorized Users directly with the Contractor and any shall be deemed to incorporate the terms and conditions set forth in this Contract by reference. Should an Authorized User add pre-printed terms and conditions to the purchase order that conflict with the terms and conditions of this contract, the Contractor has the option of rejecting the order after first attempting to negotiate the additional pre-printed terms and conditions in good faith with the Authorized User, or of filling the order. Any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an The Purchase Order shall indicate the address for delivery of the Product. Authorized User add written terms shall confirm pricing, supported hardware platforms and conditions model availability with Contractor prior to placement of orders. Contractor’s order form shall, at a minimum, contain the Purchase Order that conflict with the terms NYS Product reference number, license type, price, and conditions of the Contractmust separately itemize quantities for software, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms documentation, and conditions in good faith with the Authorized User, or fulfill the Purchase Orderservices. Notwithstanding the above, the Authorized User The State reserves the right to dispute require any discrepancies arising other information from the presentation of additional terms and conditions with Contractor, which the Contractor. If, with respect State deems necessary in order to an Agency Specific Contract let by the OGS Commissioner, a verify any Purchase Order is not received by placed under the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceContract.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is Products are to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled canceled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts contracts let by the Commissioner must bear the appropriate Contract contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts centralized contracts will be placed by Authorized Users directly with the Contractor and any shall be deemed to incorporate the terms and conditions set forth in this Contract by reference. Should an Authorized User add pre- printed terms and conditions to the purchase order that conflict with the terms and conditions of this contract, the Contractor has the option of rejecting the order after first attempting to negotiate the additional pre-printed terms and conditions in good faith with the Authorized User, or of filling the order. Any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an The Purchase Order shall indicate the address for delivery of the Product. Authorized User add written terms shall confirm pricing, supported hardware platforms and conditions model availability with Contractor prior to placement of orders. Contractor’s order form shall, at a minimum, contain the Purchase Order that conflict with the terms NYS Product reference number, license type, price, and conditions of the Contractmust separately itemize quantities for software, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms documentation, and conditions in good faith with the Authorized User, or fulfill the Purchase Orderservices. Notwithstanding the above, the Authorized User The State reserves the right to dispute require any discrepancies arising other information from the presentation of additional terms and conditions with Contractor, which the Contractor. If, with respect State deems necessary in order to an Agency Specific Contract let by the OGS Commissioner, a verify any Purchase Order is not received by placed under the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceContract.

Purchase Orders. Unless otherwise authorized SI-BONE shall deliver to Supplier a blanket purchase order for all Product specified in writing by the Commissioner, each Forecast no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted later than [*] prior to the termination first anticipated delivery date of any Product under such Forecast (a “Blanket PO”) for the purpose of Supplier’s maintenance of Inventory (as defined in Section 1.5 below). All purchases shall be pursuant to purchase orders submitted by SI-BONE to Supplier (an “Order”), which, other than Orders made against the Blanket PO (a ‘Drawdown Order”), shall specify a delivery date no less than [*] after submission of the contract periodOrder, addressed provided that any Drawdown Order shall specify a deliver date no less than [*] after submission of such Order. SI-BONE shall submit Orders for the number of Products. If Supplier cannot satisfy any Order that is not a Drawdown Order, then Supplier shall provide written notice to the Contractor at the address for SI- BONE no later than [*] after receipt of orders the Order specifying its alternative delivery date which may not be more than [*] after submission of the Order, unless otherwise agreed by the parties, provided that the Order quantities required are reasonably consistent with the current Forecast. SI- BONE shall deliver Drawdown Orders to Supplier on a monthly basis and any Product ordered pursuant to such Drawdown Order shall be based on the minimum release lot sizes as [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. set forth in the Contract or in the Contract Award Notificationon Schedule A to this Addendum No. All Purchase Orders issued 1. Any Product ordered pursuant to Contracts let a Drawdown Order shall be shipped within [*] of Supplier’s receipt of such Drawdown Order. An Order shall specify the Products ordered (including part numbers and revision levels if applicable), quantities of each Product ordered, price, requested delivery date and requested Product recipient, all of which shall be subject to Article 5. Orders may be changed only by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement mutual written agreement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceparties.”

Purchase Orders. Unless otherwise authorized in writing Agencies shall order Services by issuing Purchase Orders as follows: Authorized Purchasers shall submit Purchase Orders to Contractor identifying any agreed upon Service details. Authorized Purchasers that are agencies of the Commissioner, no Product State of Oregon may use either of the following as ordering instruments: i) the DAS-approved purchase order form (attached as Exhibit 3); or ii) an electronic ordering method when the Authorized Purchaser is to be delivered or furnished by Contractor until transmittal of an official using a Small Purchase Order Transaction System (SPOTS) card. Unless expressly authorized by DAS in writing, Contractor shall not accept a different type of ordering instrument from a State agency. Authorized Purchasers that are not agencies of the State of Oregon may use their own Purchase Order forms. To be effective, the Purchase Order must specify all of the following:  The MANDATORY PURCHASE ORDER LANGUAGE set forth below.  The specific Services ordered.  The net price.  The requested delivery schedule.  The delivery location(s).  The invoicing address.  The Authorized Purchaser’s authorized representative contact information including email address. Contractor shall accept Purchase Orders from Authorized Purchasers that comply with the provisions of this Price Agreement until this Price Agreement terminates. Each such Purchase Order Contractor accepts shall create a separate Contract between the parties, enforceable in accordance with the terms thereof and independent of all other such Contracts. DAS is not obligated or liable under a Purchase Order unless DAS is the Authorized UserPurchaser. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the A Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let created by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any a Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor consists only of the terms most favorable to the Authorized Userspecified or required by this Price Agreement. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the ContractAdditional, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written different or conflicting terms and conditions in good faith with any Purchase Order are of no effect. Contractor shall reject any Purchase Order that does not meet the requirements of this Price Agreement. Contractor shall reject a Purchase Order from any entity that is not an Authorized User, or fulfill Purchaser. Contractor may verify Authorized Purchasers that are ORCPP participants at the following address: xxxxx://xxx.xxxxxx.xxx/das/Procurement/Pages/Orcppmember.aspx Contractor may verify Authorized Purchasers that are MCUA participants at the following address: xxxxx://xxxx.xxx.xx.xxx/ContractSearch/MCUAListing.aspx Nothing in this Price Agreement obligates any Authorized Purchaser to place any Purchase Order. Notwithstanding the aboveMANDATORY PURCHASE ORDER LANGUAGE: THIS PURCHASE IS SUBMITTED PURSUANT TO OREGON DAS PRICE AGREEMENT # DASPS-XXXX-18. THE PRICE AGREEMENT, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. IfINCLUDING STANDARD CONTRACT TERMS AND CONDITIONS (T'S & C'S) CONTAINED IN THE PRICE AGREEMENT, with respect to an Agency Specific Contract let by the OGS CommissionerIS INCORPORATED BY REFERENCE AND APPLIES TO THIS PURCHASE AND TAKES PRECEDENCE OVER ALL OTHER CONFLICTING T'S AND C'S, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceEXPRESS OR IMPLIED.

Purchase Orders. Unless otherwise authorized in writing Agencies shall order Services by issuing Purchase Orders as follows: Authorized Purchasers shall submit Purchase Orders to Contractor identifying any agreed upon Service details. Authorized Purchasers that are agencies of the Commissioner, no Product State of Oregon may use either of the following as ordering instruments: i) the DAS-approved purchase order form (attached as Exhibit 3); or ii) an electronic ordering method when the Authorized Purchaser is to be delivered or furnished by Contractor until transmittal of an official using a Small Purchase Order Transaction System (SPOTS) card. Unless expressly authorized by DAS in writing, Contractor shall not accept a different type of ordering instrument from a State agency. Authorized Purchasers that are not agencies of the State of Oregon may use their own Purchase Order forms. To be effective, the Purchase Order must specify all of the following: • The MANDATORY PURCHASE ORDER LANGUAGE set forth below. • The specific Services ordered. • The net price. • The requested delivery schedule. • The delivery location(s). • The invoicing address. • The Authorized Purchaser’s authorized representative contact information including email address. Contractor shall accept Purchase Orders from Authorized Purchasers that comply with the provisions of this Price Agreement until this Price Agreement terminates. Each such Purchase Order Contractor accepts shall create a separate Contract between the parties, enforceable in accordance with the terms thereof and independent of all other such Contracts. DAS is not obligated or liable under a Purchase Order unless DAS is the Authorized UserPurchaser. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the A Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let created by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any a Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor consists only of the terms most favorable to the Authorized Userspecified or required by this Price Agreement. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the ContractAdditional, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written different or conflicting terms and conditions in good faith with any Purchase Order are of no effect. Contractor shall reject any Purchase Order that does not meet the requirements of this Price Agreement. Contractor shall reject a Purchase Order from any entity that is not an Authorized User, or fulfill Purchaser. Contractor may verify Authorized Purchasers that are ORCPP participants at the following address: xxxxx://xxx.xxxxxx.xxx/das/Procurement/Pages/Orcppmember.aspx Contractor may verify Authorized Purchasers that are MCUA participants at the following address: xxxxx://xxxx.xxx.xx.xxx/ContractSearch/MCUAListing.aspx Nothing in this Price Agreement obligates any Authorized Purchaser to place any Purchase Order. Notwithstanding the aboveMANDATORY PURCHASE ORDER LANGUAGE: THIS PURCHASE IS SUBMITTED PURSUANT TO OREGON DAS PRICE AGREEMENT # DASPS-3270-19. THE PRICE AGREEMENT, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. IfINCLUDING STANDARD CONTRACT TERMS AND CONDITIONS (T'S & C'S) CONTAINED IN THE PRICE AGREEMENT, with respect to an Agency Specific Contract let by the OGS CommissionerIS INCORPORATED BY REFERENCE AND APPLIES TO THIS PURCHASE AND TAKES PRECEDENCE OVER ALL OTHER CONFLICTING T'S AND C'S, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceEXPRESS OR IMPLIED.

Purchase Orders. Unless otherwise authorized Client shall submit Purchase Orders to Supplier from time to time ordering Product consistent with the applicable Binding Forecast. The Purchase Order will specify the description and quantity of Product ordered, the requested delivery dates, any designated consignee, and other required information and notes. Each Purchase Order shall comply with the terms of this Agreement, including the Product Price, Lead Time, and Minimum Order Quantity, as set forth in Exhibit A attached hereto. Supplier shall provide the Services to Client pursuant to each Purchase Order that is entered into during the term of this Agreement. Supplier shall confirm the acceptance of or reject a Purchase Order proposed by the Client in writing by the Commissionerwithin [***] days of receipt of such Purchase Order; provided that Supplier may not reject, no Product and Supplier is deemed to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissionerhave accepted, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior for Product that would not require Supplier to the termination exceed [***]% of the contract period, addressed to the Contractor at the address for receipt of orders capacity set forth in the Contract or Binding Forecast for the applicable time period. In addition, Supplier shall [***] to accept any additional quantities that Client requests to purchase in excess of the Contract Award Notificationforegoing [***]%. All accepted Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing are binding and other Product information with the Contractor prior to placement of the Purchase Order[***]. The State reserves the right Parties agree that each Purchase Order constitutes a separate and distinct contract with respect to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed entered into under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentthis Agreement, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of this Agreement shall govern and apply to each Purchase Order unless otherwise expressly stated in the Contractrelevant Purchase Order. In the event of any conflict or inconsistency between this Agreement and a Purchase Order, the Contractor has applicable provision in this Agreement shall govern and prevail unless such Purchase Order evidences a clear intention to override a specific provision in this Agreement by making specific reference to the option provision of rejecting this Agreement that is being overridden by the Purchase Order within five business days of its receipt but shall first attempt to negotiate Order, in which case the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a such Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request shall prevail. Supplier shall Manufacture Product in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a accordance with this Agreement and fill each Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure according to timely notify such officer may, in the discretion of the OGS Commissioner its terms (including those that are required to be accepted under this Agreement and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceany additional Purchase Orders that are actually accepted hereunder).

Purchase Orders. Unless otherwise authorized Black Box shall initiate orders for Products by issuing a Preliminary Purchase Order to Vendor. The Preliminary Purchase Order is non-binding and is issued solely for informational purposes. Black Box shall have no liability for any reliance by the Vendor on the Preliminary Purchase Order. Vendor shall either accept or reject the terms of the Preliminary Purchase Order in writing by within forty-eight (48) hours of receipt. If Vendor rejects the Commissionerterms of the Preliminary Purchase Order, no Product is to be delivered or furnished by Contractor until transmittal Vendor shall notify Black Box in writing of an official Purchase Order from the Authorized Userreason for such rejection. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Black Box shall submit Confirming Purchase Orders shall be effective and binding upon to Vendor consistent with the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders lead times set forth in the Contract Vendor Requirements Package or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let as otherwise mutually agreed upon by the Commissioner must bear parties in writing. Vendor shall either accept or reject the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement terms of the Confirming Purchase Order in writing within twenty-four (24) hours of receipt. If Vendor rejects the terms of the Confirming Purchase Order, Vendor shall notify Black Box in writing of the reason for such rejection. The State reserves the right to require Unless Black Box is in material breach of this Agreement, Vendor may not reject any other information from the Contractor which the State deems necessary in order to complete any Confirming Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict which complies with the terms and conditions of this Agreement. Vendor acknowledges and agrees that shipment of Products identified on the Contract, the Contractor has the option of rejecting the Confirming Purchase Order within five business days shall be deemed acceptance of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Confirming Purchase Order is not received by Vendor. Black Box may issue the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Preliminary Purchase Order is not received within a reasonable period and/or Confirming Purchase Order via facsimile, Electronic Data Interchange (EDI), email or other means of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer maycommunications, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceBlack Box’s sole discretion.

Purchase Orders. Unless otherwise authorized in writing LSI will submit to SCI weekly purchase order releases containing Die demand or Wafer demand instructions that identify the Products, the [*] Portions denoted with an asterisk on this page have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. quantity of Products and the applicable process technologies for such Products that are to be shipped to LSI, showing the required shipment date, the address for delivery of the completed Products, and any other information applicable to the Products (each such release, an “Order”). All Orders meeting the requirements of Sections 4.2 and 4.3 and consistent with the Binding Forecast and agreed upon cycle times shall be accepted by the Commissioner, no Product is SCI and confirmed to LSI within [*]. For all Products involving RapidChip® Slices to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in Xxxxxxx Facilities, SCI cannot commit to a delivery date unless such RapidChip® Slices are on-hand or a projected delivery date for the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior requisite RapidChip® Slices to the termination of the contract period, addressed Xxxxxxx Facility has been provided. The On-Time Delivery date for any such Product will be reset to the Contractor at extent the address for receipt of orders set forth in RapidChip® Slices are received later than the Contract or in projected delivery date to the Contract Award NotificationXxxxxxx Facility. All Purchase other Orders issued pursuant will be deemed accepted by SCI unless LSI receives a written notice of rejection (stating the reason or reasons for such rejection) within [*] after LSI submitted the Order to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvalsSCI. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves LSI’s Subsidiaries will have the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed submit Orders under the Contract. Unless otherwise specified, this Agreement and all Purchase such Orders against Centralized Contracts will be counted as if placed by Authorized Users directly with LSI for the Contractor and any discrepancy between purposes of the terms stated on the vendor’s order formQualified Purchases, confirmation or acknowledgmentBinding Forecasts, Forecasts, and all other purchase requirements of LSI. LSI represents that it has the Contract terms shall be resolved in favor of the terms most favorable authority to the Authorized User. Should an Authorized User add written terms cause its Subsidiaries to place Orders with SCI under this Agreement and conditions to the Purchase Order that conflict comply with the terms and conditions of this Agreement when placing Orders with SCI, and LSI will cause its Subsidiaries to comply with the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions of this Agreement when placing Orders with SCI. LSI will order Products in good faith with the Authorized User, or fulfill the Purchase Order[*] Wafer lot sizes. Notwithstanding the above, the Authorized User reserves the right Die scheduling will be lot sized by LSI prior to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceplacing Orders.

Purchase Orders. Unless otherwise authorized (a) Customer shall place purchase orders covering the quantities of Product contained in each Binding Forecast (each, a “Purchase Order“) and Corden shall accept such Purchase Orders in full (to the extent consistent with the Binding Forecast and meeting the Minimum Order Quantity) and deliver the quantities of Product covered by such Purchase Orders with such delivery dates as are consistent with the agreed lead times for production as specified between the Parties in writing. Customer or its designee shall issue Purchase Orders that include timelines for delivery and quantity of Product to be supplied by Corden and such other details as may be agreed to by the Parties in writing by in accordance with such specified lead times. Together with the Commissionerfirst Rolling Forecast delivered hereunder, no Product is Customer will issue Purchase Orders covering the first [***]-month period thereof (i.e., the initial Binding Forecast). Thereafter, Customer will issue Purchase Orders with each subsequent Rolling Forecast that covers the new calendar quarter added to be delivered or furnished by Contractor until transmittal of an official the latest Binding Forecast. Each Purchase Order from will be confirmatory of, and supplemental to, the Authorized Userlatest Binding Forecast rather than creating a new legal obligation. Unless terminated or cancelled pursuant For the sake of clarity, after the first [***]-months period thereof (i.e., the initial Binding Forecast) and according to the authority vested in the Commissionerabove-mentioned Order protocol, Customer will routinely place Purchase Orders shall be effective and binding upon [***]months prior the Contractor when placed in the mail or electronically transmitted prior to the termination delivery date of the contract period, addressed Product. If Customer fails to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, place a Purchase Order is not received for the volumes covered by the Contractor within two weeks after Binding Forecast, Corden may invoice Customer the issuance price of a Contract Award Notification, it is Product planned under the responsibility Binding Forecast at the end of the Contractor [***]-month period. Corden shall use Commercially Reasonable Efforts to request in writing that the appropriate Authorized User forward mitigate any idle capacity associated with Customer’s failure to timely place a Purchase Order. IfIf Xxxxxx is able to use the idle Manufacturing slot, thereafter, a Purchase Order is not received within a reasonable period of time, Customer shall only pay to Corden the Contractor shall promptly notify in writing difference between the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion value of the OGS Commissioner Binding Forecast and without cost to the State, result in value of the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricereplacement project(s).

Purchase Orders. Unless Except to the extent the Parties may otherwise authorized agree with respect to a particular shipment, the Product shall be ordered by Customer pursuant to written purchase orders (a "Purchase Order"), which shall be sent to Catalytica [CONFIDENTIAL TREATMENT REQUESTED] specified in writing such Purchase Orders. [CONFIDENTIAL TREATMENT REQUESTED]. Upon receipt by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal Catalytica of an official each Purchase Order from the Authorized User. Unless terminated or cancelled pursuant hereunder which conforms in substance and procedure to the authority vested requirements of this Agreement, which Purchase Order may, but is not required to specify Labeled Kit components by lot number, Catalytica shall supply and deliver Product in accordance with such Purchase Order and this Agreement. If such Purchase Order identifies Labeled Kit Components by lot number, Catalytica shall, [CONFIDENTIAL TREATMENT REQUESTED], notify Customer as to whether Catalytica agrees with such identification. Notwithstanding Customer's rights under Section 7.5 hereof, if Catalytica determines that [CONFIDENTIAL TREATMENT REQUESTED] any requested delivery of Product will be delayed [CONFIDENTIAL TREATMENT REQUESTED] beyond the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders Delivery Date set forth in the Contract or in Purchase Order, Catalytica shall so advise Customer, and as to any delayed delivery which results from an Unexcused Failure, Catalytica shall use its best commercial efforts to deliver the Contract Award Notificationremaining portion of such Purchase Order quantity as quickly as possible after any such delay. All As to each Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number andOrder, if necessaryLabeled Kit components have not been identified by lot number, required State approvals. As deemed necessary[CONFIDENTIAL TREATMENT REQUESTED], the Authorized User may confirm pricing and other Product information with the Contractor prior Catalytica shall identify by lot number proposed Labeled Kit components to placement of the be used in filling such Purchase Order. The State reserves Customer shall have the right to require any other information from approve the Contractor proposed components, which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will approval shall not be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.unreasonably

Purchase Orders. Unless Purchaser shall purchase Products by issuing a purchase order ("Purchase Order") to Supplier in such quantities and in such intervals as Purchaser may elect to order. Subject hereto, Purchaser agrees to purchase from Supplier and Supplier agrees to provide to Purchaser the Products identified in the Purchase Order, which such Products shall conform to all Specifications in Schedule B. Supplier shall deliver the Products in the quantities and on the date(s) specified in the Purchase Order or as otherwise authorized agreed in writing by the Commissioner, no Product parties (the "Delivery Date"). Supplier must provide Purchaser prior written notice if it requires Purchaser to return any packaging material. Any return of such packaging material shall be made at Supplier's sole expense and risk of loss. Supplier acknowledges that time is of the essence with respect to be delivered or furnished by Contractor until transmittal Supplier's obligations hereunder and the timely delivery of an official the Products. Unless Supplier rejects a Purchase Order from the Authorized User. Unless terminated or cancelled pursuant within five (5) days of receipt, Supplier shall supply Purchaser with Products according to the authority vested in the Commissioner, Purchase Orders shall be effective quantity term and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders delivery conditions set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves To the right to require any other information from extent the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward Supplier timely rejects a Purchase Order, neither the Supplier nor the Purchaser shall be in default of this Agreement. IfIf the Supplier delivers more or less than the quantity of Product ordered, thereafter, a Purchase Order is and if the Purchaser does not received within a reasonable period reject the Products and instead accepts the delivery of timethe Products at the increased or reduced quantity, the Contractor Price for the Products shall promptly notify in writing be adjusted on a pro-rata basis based on the appropriate purchasing officer in OGScontract price. Failure to timely notify such officer mayIf the Supplier delivered more than the quantity of Product ordered, in the discretion Purchaser may only reject that portion of the OGS Commissioner Products that exceeds the quantity of Product ordered. For the avoidance of confusion, the preceding sentence shall apply only to rejections that arise solely from quantity deviations described in this Section 4 and without cost not to rejections for any other reasons. If the StateSupplier delivered less than the quantity of Product ordered, result in the cancellation of Purchaser may make demand for the additional undelivered Product and the Supplier shall make such requirement by reasonable effort to deliver the OGS Commissioner with a corresponding reduction in the Contract quantity and priceadditional Product.

Purchase Orders. Unless otherwise authorized in writing by Under the CommissionerContract, no Product is to be delivered or furnished by Contractor until transmittal of an official Eligible Users may place orders using a Purchase Order from the Authorized Useror using a Purchasing Card, per Section 5.13. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information Eligible Users shall be in accordance with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, Section 7.1 Price Sheet & Ordering Instructions and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms Prices, Discounts, requirements, specifications, terms, and conditions of the Contract. The Contractor and the Eligible User agree to the following: Under the Contract, Eligible Users may only place and Contractors shall only accept Purchase Orders for Manufacturer / Brand Name the Contractor has is awarded. For each Manufacturer / Brand Name and contractual service ordered, Eligible Users are responsible for notating the option of rejecting following information on and with the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions based on their negotiations with the Contractor: Eligible User’s issuing contact person and contact information; Contractor Information from the Ordering Instructions; State Term Contract Number and Name; Manufacturer / Brand Name: Commodity Codes, Line Number, and description, and negotiated Equipment Net Price; Note: Specify any special needs or instructions (e.g., other associated equipment). IfAttachments & Accessories (if applicable, with respect to an Agency Specific individually listed): Attachments & Accessories code and description, and negotiated Attachments & Accessories Net Price; Note: Specify any special needs or instructions (e.g., other associated equipment). Parts (if applicable, individually listed): Part code and description, and negotiated Part Net Price; Any Eligible User special instructions, requirements, terms, and conditions; Total State Term Contract let by negotiated Price (sum of the OGS Commissionerapplicable negotiated Equipment Net Price(s); Attachments & Accessories Net Price(s); Parts Net Price(s). Contractor shall honor all Purchase Orders received during the Contract Period of Agreement (Section 5.2) for Manufacturer / Brand Name the Contractor is currently awarded (Section 7.1, a Price Sheet & Ordering Instructions). Contractor, from receipt of the Purchase Order until delivery is not received by made to the Contractor within two weeks after the issuance of a Contract Award Notificationordering Eligible User, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGSEligible User of any potential delivery delays. Failure to timely notify such officer mayThis Section 5.12, in the discretion Purchase Orders, does not modify or replace Section 4.2, Purchase Orders, of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceContract.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders oforders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts a Contract let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless ViroPharma will purchase Marketed Product solely by written purchase orders, which purchase orders must be consistent with the quantity restrictions set forth in Sections 2.2, 4.1, 4.2 and 4.4, above. Such purchase orders must be for whole lot size quantities of Marketed Product as identified in Schedule 4.5 attached hereto. Each ViroPharma order will be governed by the terms of this Manufacturing Agreement, the Assignment Agreement and the MRD/Quality Agreement, and no terms or conditions of ViroPharma purchase orders, Lilly’s acknowledgement forms, or any other forms will be applicable except those specifying quantity ordered (subject to the quantity restrictions), shipment locations and invoice information. ViroPharma will submit each such written purchase order to Lilly at least [***] in [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. advance of the date specified in each purchase order by which delivery of the Marketed Product is required. Each purchase order will include quantity, delivery date and such other information as reasonably necessary to place a purchase order. Notwithstanding the foregoing, Lilly will use commercially reasonable efforts, but will not be obligated, to meet any request of ViroPharma for delivery of Marketed Product in less than [***], and further, Lilly will use commercially reasonable efforts, but will not be obligated, to accommodate any changes requested by ViroPharma in delivery schedules for Marketed Product following Lilly’s receipt of purchase orders from ViroPharma; provided, however, that Lilly may add to the Purchase Price Lilly’s incremental increase in the cost of such Marketed Product actually incurred by Lilly in accommodating ViroPharma’s requests pursuant to this sentence. Upon receipt and acceptance of each purchase order by Lilly hereunder, Lilly will supply the Marketed Product in such quantities (with any variances permitted hereunder) and will use commercially reasonable efforts to deliver such Marketed Product to ViroPharma on the delivery dates specified in such purchase order, unless otherwise authorized mutually agreed to in writing by the Commissioner, no Product is to be delivered or furnished Parties. Delivery by Contractor until transmittal Lilly of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination greater than [***] of the contract period, addressed to the Contractor at the address for receipt of orders set forth quantity ordered will be accepted by ViroPharma in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement full satisfaction of the Purchase Order. The State reserves quantity ordered in such purchase order; provided, however, that no less than [***] of the right quantity ordered is delivered by Lilly in any Calendar Quarter; provided, further, that ViroPharma will only be invoiced and required to require any other information from pay for the Contractor which quantities that Lilly actually delivers to ViroPharma and meets the State deems necessary in Specifications, but the full purchase order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed applied to ViroPharma’s Purchase Minimums. Only such quantities that are actually received by Authorized Users directly with ViroPharma and meet the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall Specifications will be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions applied to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceMaximums.

Purchase Orders. Unless otherwise authorized Buyers (as defined below) shall place purchase orders (“Purchase Orders”) for and buy from Evergreen PV Modules in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict accordance with the terms and conditions of this Agreement. All supply of the Contract, PV Modules to Buyer by Evergreen during the Contractor has the option term of rejecting the Purchase Order within five business days of its receipt but this Agreement shall first attempt to negotiate the additional written be governed only by this Agreement notwithstanding any preprinted terms and conditions in good faith with the Authorized User, on Evergreen’s acknowledgment or fulfill the Buyer’s Purchase Order. Notwithstanding In the aboveevent of any conflict between this Agreement and any Purchase Order, this Agreement shall prevail unless the Authorized User reserves Parties execute a side letter attached to such Purchase Order expressly overriding the terms of this Agreement. Purchase Orders shall specify product type, quantity, destination, and requested shipment date. Provided a Purchase Order is for PV Modules within the required commitments of this Agreement and does not conflict with the limitations or provisions of this Agreement, Evergreen shall acknowledge such Purchase Order by written notice or e-mail transmission delivered to PowerLight within five (5) business days following Evergreen’s receipt of such Purchase Order. Any additional or different terms in Evergreen’s acknowledgements, Buyer’s purchase orders, or other such documents of either Party in connection with orders or acknowledgements are hereby deemed to be material alterations and notice of objection to and rejection of them is hereby given. Each of PowerLight Corporation and PowerLight Systems AG and their respective wholly-owned Subsidiaries shall have the right to dispute issue Purchase Orders hereunder (such entity, which may include PowerLight Corporation, PowerLight Systems AG, or any discrepancies arising from of their respective Subsidiaries, a “Buyer”). Notwithstanding the presentation foregoing, each such Buyer, PowerLight Corporation and PowerLight Systems AG shall be jointly and severally liable for all obligations incurred by any of additional terms them and conditions with any Buyer hereunder including as a result of issuing such Purchase Order. Quantities of sales hereunder are the Contractoraggregate of such sales made by all the Buyers, and aggregate Sales to Buyers hereunder shall satisfy Evergreen’s obligation to sell, and PowerLight’s obligation to purchase and place Purchase Orders hereunder. IfAs used in this Agreement, “Subsidiary” means, with respect to an Agency Specific Contract let a Party, another entity directly or indirectly controlled by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Ordersuch Party. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION***

Purchase Orders. Unless otherwise authorized in writing by Under the CommissionerContract, no Product is to be delivered or furnished by Contractor until transmittal of an official Eligible Users may place orders using a Purchase Order from the Authorized Useror using a Purchasing Card, per Section 5.13. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information Eligible Users shall be in accordance with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, Section 7.1 Price Sheet & Ordering Instructions and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms Prices, Discounts, requirements, specifications, terms, and conditions of the Contract. The Contractor and the Eligible User agree to the following: • Under the Contract, Eligible Users may only place and Contractors shall only accept Purchase Orders for Manufacturer / Brand Name the Contractor has is awarded. • For each Manufacturer / Brand Name and contractual service ordered, Eligible Users are responsible for notating the option of rejecting following information on and with the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions based on their negotiations with the Contractor: o Eligible User’s issuing contact person and contact information; o Contractor Information from the Ordering Instructions; o State Term Contract Number and Name; o Manufacturer / Brand Name: Commodity Codes, Line Number, and description, and negotiated Equipment Net Price; ▪ Note: Specify any special needs or instructions (e.g., other associated equipment). Ifo Attachments & Accessories (if applicable, with respect to an Agency Specific individually listed): Attachments & Accessories code and description, and negotiated Attachments & Accessories Net Price; ▪ Note: Specify any special needs or instructions (e.g., other associated equipment). o Parts (if applicable, individually listed): Part code and description, and negotiated Part Net Price; o Any Eligible User special instructions, requirements, terms, and conditions; o Total State Term Contract let by negotiated Price (sum of the OGS Commissionerapplicable negotiated Equipment Net Price(s); Attachments & Accessories Net Price(s); Parts Net Price(s). • Contractor shall honor all Purchase Orders received during the Contract Period of Agreement (Section 5.2) for Manufacturer / Brand Name the Contractor is currently awarded (Section 7.1, a Price Sheet & Ordering Instructions). • Contractor, from receipt of the Purchase Order until delivery is not received by made to the Contractor within two weeks after the issuance of a Contract Award Notificationordering Eligible User, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGSEligible User of any potential delivery delays. Failure to timely notify such officer mayThis Section 5.12, in the discretion Purchase Orders, does not modify or replace Section 4.2, Purchase Orders, of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceContract.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is Products are to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized UserUser requiring the Product. Unless terminated or cancelled canceled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract for receipt of orders, or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts contracts let by the Commissioner must bear the appropriate Contract contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts centralized contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioneragency specific contract, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation canceling of such requirement by the OGS Commissioner with with, at the Commissioner’s discretion, a corresponding reduction in the Contract contract quantity and price.

Purchase Orders. Unless otherwise authorized Prior to or on the [CONFIDENTIAL TREATMENT REQUESTED], CLIENT shall submit Purchase Orders to BAXTER covering CLIENT's purchases of Kit Components and Kits pursuant to this Agreement. CLIENT shall not, without the written consent of BAXTER, designate (a) a Delivery Date in writing by a Purchase Order for Kits earlier than [CONFIDENTIAL TREATMENT REQUESTED] from the Commissionerdate CLIENT submits the Purchase Order therefor, no Product is provided that CLIENT has satisfied its obligations under this Agreement to enable sufficient Kit Components to be delivered available, or furnished by Contractor until transmittal of an official (b) a Delivery Date in a Purchase Order for Kit Components earlier than [CONFIDENTIAL TREATMENT REQUESTED] from the Authorized Userdate CLIENT submits the Purchase Order. Unless terminated or cancelled pursuant to Within [CONFIDENTIAL TREATMENT REQUESTED] after the authority vested in receipt of a Purchase Order, BAXTER shall provide a confirmation of receipt of such Purchase Order setting forth the Commissioner, Purchase Orders shall be effective Delivery Date that BAXTER will meet and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination setting forth XXXXXX'x filling date for such order. Upon CLIENT's receipt of the contract periodconfirmation, addressed such Purchase Order shall become a "Firm Purchase Order." If BAXTER is unable to meet the Contractor at specified Delivery Date, except when caused by CLIENT's delay in delivery of Bulk Conjugated Antibody or other CLIENT Supplied Components, BAXTER shall so notify CLIENT and provide to CLIENT an alternative Delivery Date which shall not be more than [CONFIDENTIAL TREATMENT REQUESTED] later than the address for receipt of orders initial Delivery Date designated by CLIENT in its Purchase Order. In the event that CLIENT modifies or cancels a Firm Purchase Order without XXXXXX'x written consent, CLIENT shall pay the Cancellation Fees as set forth in the Contract or in Product Master Plan. To the Contract Award Notification. All extent of any conflict between Purchase Orders issued pursuant to Contracts let submitted by the Commissioner must bear the appropriate Contract number andCLIENT and this Agreement, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms this Agreement shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricecontrol.

Purchase Orders. Unless otherwise authorized in writing All purchase orders received by the Commissioner, no Product is to be delivered or furnished WPHLI are subject toacceptance by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders WPHLI as set forth herein. WPHLI has the right to not accept neworders and to withhold shipment of accepted orders if Owner is in the Contract any way indefault hereunder, specifically including, without limitation, failure to payany sum due WPHLI. WPHLI may change prices without advance notice. WPHLI'squotes, price lists, etc. are invitations to submit orders and no more. Anyprovision included by Owner in any purchase order which is inconsistent withthis Agreement or in the Contract Award NotificationWPHLI's standard terms of sale is ineffective. All Purchase Orders issued pursuant WPHLI is underno obligation to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing examine Owner's orders except to determine items and other Product information with the Contractor prior to placement of the Purchase Order. The State quantity.WPHLI reserves the right to require reject any other information from the Contractor which the State deems necessary in order. Absent a separate written noticeof acceptance only shipment by WPHLI comprises acceptance of Owner's order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable andthen only to the Authorized Userextent of goods shipped and no more. Should an Authorized User add written terms All WPHLI's sales andquotations are subject to this Agreement unless this clause is specificallyreferred to and conditions to the Purchase Order that conflict with the terms negated in a subsequent signed agreement. Additional specificterms and conditions of ordering, shipment, delivery and payment may beimplemented in the ContractGoverning Documents as it may be changed from time to time.Owner's exclusive remedy for all causes relating to delivery, quantity andquality of goods is for refund of such monies paid for the Contractor has goods and isconditioned on timely giving notice of rejection, holding the option of rejecting goods for WPHLI'sinspection and a finding that the Purchase Order within five business days of its receipt but shall first attempt goods were defective when delivered. WhileWPHLI will use reasonable efforts to negotiate fill Owner's orders, it can not guaranteethat they will be timely or completely filled or filled in a single shipment asWPHLI does not now, nor does it plan in the additional written terms and conditions in good faith with the Authorized Userfuture, or fulfill the Purchase Orderto warehouse sufficientgoods to immediately supply all System Owners. Notwithstanding the above, the Authorized User WPHLI reserves the right toallocate scarce goods in its unreserved discretion. Owner agrees it must order 41 Owner WPHLI sufficiently in advance of its needs and have adequate stocks on hand to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractoravoidshortages. If, with respect The duty to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order avoid these potential problems is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricesolely Owner's.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior submitted to the termination Lender once each week together with the Weekly Report by the Company described hereinbelow. Each submission of a Purchase Order by the contract period, addressed Company to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let Lender shall constitute a representation by the Commissioner must bear Company that (i) the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement copy of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable delivered to the Authorized User. Should an Authorized User add written terms Lender is true, correct and conditions to complete, (ii) the Purchase Order that conflict with represents a valid and binding order from a dealer for the terms and conditions immediate delivery of the Contractnumber of motorcycles identified therein, the Contractor has the option of rejecting (iii) the Purchase Order within five business days of its receipt but shall first attempt is in full force and effect and has not been modified, amended, rescinded or revoked, (iv) the dealer named in the Purchase Order is obligated to negotiate pay for the additional written terms motorcycle(s) identified therein, and conditions in good faith with (v) either the Authorized UserPurchase Order has been approved for floor plan financing by a Floor Plan Lender, or fulfill the Purchase OrderCompany has received a deposit for one-third of the purchase price and has deposited the same in the Anchor Account. Notwithstanding the aboveIn addition, the Authorized User reserves Company may submit to the right Lender for funding a Purchase Order for a cash sale of a motorcycle to dispute a dealer that is neither covered by a Floor Plan Lender nor by a deposit, provided that (A) the dealer is obligated under a written dealer agreement to pay the initial one-third deposit when the Company commences assembly of the motorcycle, (B) the dealer's credit is acceptable to the Lender, and (C) the Lender shall not be required to advance Loan funds for more than one such motorcycle without a deposit at any discrepancies arising from one time. To the presentation of additional terms and conditions with extent that the Contractor. If, with respect to an Agency Specific Contract let dealer's purchase price for any such motorcycle covered by the OGS Commissioner, a Purchase Order is less than $17,588, the Lender may reduce the $10,000 Loan amount for that motorcycle proportionately. The Lender shall not received by be required to approve any Purchase Order from a dealer that has refused to accept delivery from the Contractor within two weeks after Company under any previous Purchase Order or (if the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within to be covered by floor plan financing) that is in default under the floor plan financing provided by a reasonable period Floor Plan Lender. If any Purchase Order against which the Lender has advanced Loans is thereafter canceled by the respective dealer, then the amount of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost subsequent Loans otherwise available to the State, result in the cancellation of such requirement Company shall be reduced by the OGS Commissioner with a corresponding reduction in the Contract quantity and price$10,000.

Purchase Orders. Unless otherwise authorized Amneal shall make all purchases of Amneal Products hereunder by submitting firm purchase orders to LCI. Each such purchase order shall be in writing in a form reasonably acceptable to LCI, and shall specify the description of the particular Product ordered (dosage, strength and tablet count), the quantity ordered, the place of delivery and the required delivery date. Each order shall be required to have a minimum of forty-five (45) days lead time from receipt of a purchase order to date of delivery. All Amneal Products supplied hereunder shall be shipped on a monthly basis, FOB, to such location as designated by Amneal in the Commissionerapplicable purchase order. Amneal shall pay all freight, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant , taxes, if any, inspection fees and other charges applicable to the authority vested in sale and transport of the Commissioner, Purchase Orders Amneal Products purchased by Amneal hereunder. Lannett shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior responsible for all insurance charges applicable to the termination sale and transport of the contract period, addressed Amneal Products purchased hereunder. Title and risk of loss and damages to the Contractor at the address for receipt Amneal Products purchased hereunder shall pass to Amneal upon delivery to Amneal’s designated place of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Orderdelivery. Notwithstanding the above, to the Authorized User reserves extent LCI is unable to fill, in whole or in part, any purchase order submitted by Amneal hereunder through no fault of LCI, neither LCI nor Amneal shall be responsible or liable to the right other under this Agreement for any failure to dispute supply JSP Products in accordance with this Agreement; provided that in the event of any discrepancies arising from failure to supply or other breach of its obligations by JSP pursuant to the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of timeJSP-LCI Agreement, the Contractor Parties each acknowledge and agree that Amneal shall promptly notify in writing the appropriate purchasing officer in OGS. Failure be subrogated to timely notify such officer may, in the discretion all rights of the OGS Commissioner and without cost LCI pursuant to the StateJSP-LCI Agreement, result in the cancellation of and LCI shall reasonably cooperate, do all acts and execute and deliver all such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity documents as may be necessary or useful to secure such rights and priceenable Amneal to effectively enforce such rights.

Purchase Orders. Unless otherwise authorized Together with each Forecast provided under Section 2.2, Buyer shall place purchase orders for the binding portion of the Forecast. Such purchase order will specify the quantity of Product, destination(s) and delivery dates in writing accordance with reasonable delivery schedules and lead times as may be agreed upon from time to time by the CommissionerParties in accordance with Schedule 2; provided, however, that the required lead time shall not exceed one hundred twenty (120) days unless otherwise mutually agreed. Supplier shall accept all purchase orders submitted by Buyer in accordance with this Article 2 within five (5) business days from receipt of the order. In the event that Buyer receives no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order response from Supplier regarding a purchase order within the Authorized User. Unless terminated or cancelled pursuant to five (5) business day period, the authority vested in the Commissioner, Purchase Orders purchase order shall be effective deemed to have been confirmed by Supplier on the terms defined by Buyer on the purchase order. Accepted and binding upon deemed accepted purchase orders may not be cancelled without the Contractor when placed in the mail or electronically transmitted prior to the termination written agreement of the contract period, addressed to the Contractor at the address for receipt of orders both Parties except as set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing Sections 2.7.2 and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract12.2.5. Unless otherwise specifieddirected by Buyer, Supplier shall fill all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly purchase orders for Product in accordance with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved requested due dates as set forth in favor of the terms most favorable further detail in Section 2.7.3. Notwithstanding anything to the Authorized User. Should an Authorized User add written terms contrary in this Manufacturing Agreement, Supplier and conditions to Buyer acknowledge that the Purchase Order prices set forth on Schedule 1 are for purchase orders that conflict comply with the terms of Schedule 2 and conditions are for a quantity of Product equal to greater than the Contractapplicable “Minimum Batch Size” set forth on Schedule 2. In the event that the specifications of a purchase order do not comply with the terms of Schedule 2 or are for a quantity less than the applicable “Minimum Batch Size” set forth on Schedule 2, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but Parties shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Orderand agree upon revised pricing for such purchase order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the ContractorCONFIDENTIAL TREATMENT GRANTED UNDER C.F.R. SECTION 240.24b-2. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order[****] INDICATES OMITTED MATERIAL THAT HAS BEEN GRANTED CONFIDENTIAL TREATMENT BY THE COMMISSION. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceTHE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Purchase Orders. Unless otherwise authorized XenoPort will deliver to Patheon one or more purchase orders (“Purchase Orders”) for the aggregate Product volumes in writing each Firm Order. Each Purchase Order will specify the volumes of Products ordered, the delivery date and the destination for delivery of the Products by the Commissioner, no Product is to carrier or freight forwarder. Patheon will not [ * ] reject any delivery dates or destinations for delivery of the Products requested by XenoPort. The Purchase Orders may be delivered or furnished electronically and may be incorporated as part of the Forecast per Section 7.1. Patheon will be obligated to make the Products available on the delivery date specified by Contractor until transmittal XenoPort. If Patheon will not be able to make Products available by the delivery date specified in a Purchase Order, Patheon will notify XenoPort promptly upon discovery of an official Purchase Order from its inability to comply with the Authorized Userterms of this Section. Unless terminated or cancelled pursuant In addition, Patheon will take such actions as [ * ] requested by XenoPort to minimize the authority vested damage to XenoPort caused by Patheon’s inability to meet this shipping schedule. Except as provided in the CommissionerSection 7.5 below, all Purchase Orders shall will be effective and binding upon the Contractor when placed in the mail or electronically transmitted on Patheon. XenoPort will issue Purchase Orders to Patheon not less than [ * ] prior to the termination of the contract period, addressed earliest requested delivery date for any Products to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of be shipped under the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Patheon will accept Purchase Orders against Centralized Contracts will be placed only from XenoPort personnel authorized by Authorized Users directly with the Contractor and any discrepancy between the terms stated XenoPort to submit Purchase Orders. If: (a) Patheon receives from Third Parties: (i) purchase orders for XenoPort-supplied Materials, or (ii) requests for shipment of Products, Intermediate Products or XenoPort-supplied Materials to sites other than a facility designated on the vendor’s order formapplicable Product Addendum, confirmation or acknowledgment(b) Products or XenoPort-supplied Materials are lost or stolen, and the Contract terms shall be resolved in favor Patheon will notify XenoPort within [ * ] of the terms most favorable to the Authorized Userorder, request or event. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized UserMARKED BY BRACKETS, or fulfill the Purchase Order. Notwithstanding the aboveIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceAS AMENDED.

Purchase Orders. Unless otherwise authorized in writing by In instances where this Contract contains a not to exceed value for goods or services at established prices or where this Contract states there is no guarantee of work being awarded under this Contract, the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, University may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide goods or perform services under this Contract. These orders constitute the mail or electronically transmitted prior Contractor‘s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to and including the Expiration Date of this Contract are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contract, transmission by the Contractor has Contractor. Receipt of the option electronic or facsimile transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance of a Contract Award Notification, it is the responsibility of following business day. The University and the Contractor to request in writing that the appropriate Authorized User forward specifically agree as follows: Upon receipt of a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any Purchase Order that is issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the University, unless and until the University transmitting the Purchase Order has properly received an acknowledgement. The parties agree that no writing shall be required in order to make the Purchase Order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in OGSany judicial or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Failure Neither party shall contest the admissibility of copies of genuine Purchase Orders or acknowledgements under either the business records exception to timely notify the hearsay rule or the best evidence rule on the basis that the order or acknowledgement was not in writing or signed by the parties. A Purchase Order or acknowledgment shall be deemed genuine for all purposes if it is transmitted to the location designated for such officer may, documents. Each party will immediately take steps to verify any document that appears to be obviously garbled in transmission or improperly formatted to include re-transmission of any such document if necessary. COST ESTIMATED QUANTITIES: It shall be understood and agreed that any quantities of goods or services listed in this Contract that include a price per unit are estimated only and the discretion quantities may be increased or decreased in accordance with the actual requirements of the OGS Commissioner University and without that the University in accepting any bid, proposal or contract offer or portion thereof, contracts only and agrees to purchase only the materials and services in such quantities as represent the actual requirements of the University. The University reserves the right to purchase materials and services covered under this Contract through a separate competitive procurement procedure, whenever University deems it to be in its best interest. In no event shall the cost of any goods or services ordered exceed any stated not to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceexceed amount for this Contract.

Purchase Orders. ‌ Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by Under the CommissionerContract, no Product is to be delivered or furnished by Contractor until transmittal of an official Eligible Users may place orders using a Purchase Order from the Authorized Useror using a Purchasing Card, per Section 5.13. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information Eligible Users shall be in accordance with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, Section 7.1 Price Sheet & Ordering Instructions and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms Prices, Discounts, requirements, specifications, terms, and conditions of the Contract. The Contractor and the Eligible User agree to the following:  Under the Contract, Eligible Users may only place and Contractors shall only accept Purchase Orders for Manufacturer / Brand Name the Contractor has is awarded.  For each Manufacturer / Brand Name and contractual service ordered, Eligible Users are responsible for notating the option of rejecting following information on and with the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions based on their negotiations with the Contractor: o Eligible User’s issuing contact person and contact information; o Contractor Information from the Ordering Instructions; o State Term Contract Number and Name; o Manufacturer / Brand Name: Commodity Codes, Line Number, and description, and negotiated Equipment Net Price;  Note: Specify any special needs or instructions (e.g., other associated equipment). Ifo Attachments & Accessories (if applicable, with respect to an Agency Specific individually listed): Attachments & Accessories code and description, and negotiated Attachments & Accessories Net Price;  Note: Specify any special needs or instructions (e.g., other associated equipment). o Parts (if applicable, individually listed): Part code and description, and negotiated Part Net Price; o Any Eligible User special instructions, requirements, terms, and conditions; o Total State Term Contract let by negotiated Price (sum of the OGS Commissionerapplicable negotiated Equipment Net Price(s); Attachments & Accessories Net Price(s); Parts Net Price(s).  Contractor shall honor all Purchase Orders received during the Contract Period of Agreement (Section 5.2) for Manufacturer / Brand Name the Contractor is currently awarded (Section 7.1, a Price Sheet & Ordering Instructions).  Contractor, from receipt of the Purchase Order until delivery is not received by made to the Contractor within two weeks after the issuance of a Contract Award Notificationordering Eligible User, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGSEligible User of any potential delivery delays. Failure to timely notify such officer mayThis Section 5.12, in the discretion Purchase Orders, does not modify or replace Section 4.2, Purchase Orders, of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceContract.