Common use of Purchase Orders Clause in Contracts

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreement.

Purchase Orders. Upon A. From time to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the Effective Date number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term.requested delivery date for each Batch (“Purchase Order”); provided, CUSTOMER that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall provide Supplier with submit a Purchase Order for the Firm Commitment. Purchase Orders for Productsquantities of Product in excess of the Firm Commitment shall be submitted by Client at least [***] days in advance of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order, based on the Lead Time for Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable ProductsPurchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested or set forth a reasonable alternative delivery date; (d) , and shall include the delivery destination; and, (e) Processing Date. Catalent may reject any special shipping instructions regarding the Products. Each Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall be subject to acceptance by Supplieraccept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this Agreement. C. Notwithstanding Section 4.3(B), such acceptance not to be unreasonably withheld or delayed. Supplier Catalent shall make use commercially reasonable efforts to provide written notice supply Client with quantities of Product which are up to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] in excess of Supplierthe quantities specified in the Firm Commitment, subject to Catalent’s receipt thereof but in no event greater than […***…]other supply commitments and manufacturing, packaging and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. equipment capacity. D. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementcontrol.

Purchase Orders. Upon the Effective Date and during During the Term., CUSTOMER Tris shall provide Supplier with make all purchases hereunder by submitting firm purchase orders to IPC (a “Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable ProductsOrder”). Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted in writing in a form reasonably acceptable to IPC, and shall specify the Product ordered, the quantity ordered, the Transfer Price, the required delivery date thereof, which shall be no later than ninety (90) days after the date of Purchase Order unless otherwise agreed upon in writing by Supplier if no IPC. IPC shall confirm acceptance of the PO in writing within five (5) business days and IPC shall supply to Tris, Product ordered pursuant to such rejection notice is provided to CUSTOMER prior to Purchase Orders on the expiration of such […***…]requested delivery date at the Production Facility. In the event of a conflict between the pricing in an accepted terms and conditions of any Purchase Order and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms and conditions of this Agreement and that none shall prevail. The quantities contained in Purchase Orders for a Product to be delivered during any one month period shall not exceed [*****] percent ([*****]%) of the provisions amounts set forth in the immediately preceding forecasts for such Product for the same time period (an “Excess Order”), unless Tris has obtained IPC’s prior written consent for such Excess Orders which consent shall not be unreasonably withheld, conditioned or delayed. IPC shall respond to any request by Tris for an Excess Order within ten (10) business days of a Purchase written request from Tris. Such response shall indicate the amount of the Excess Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall that IPC will manufacture and deliver. IPC will use commercially reasonable efforts to fill an Excess Order as promptly as practicable, but will not be applicable in breach hereof if, notwithstanding such efforts, it will be unable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any fill such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementExcess Order.

Purchase Orders. Upon This Agreement applies to all Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with AN▇▇▇▇▇▇ ▇or the Effective Date purchase of Product. In this Section 5, and throughout this Agreement, where ETON’s rights with respect to Product are referenced, “ETON” will include ETON’s Affiliates. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from AN▇▇▇▇▇▇ ▇hat is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term., CUSTOMER shall provide Supplier unless expressly agreed to by the Parties in writing. AN▇▇▇▇▇▇ ▇hall be deemed to have accepted a Purchase Order for which AN▇▇▇▇▇▇ ▇oes not notify ETON in writing within seven (7) business days after its receipt, provided that AN▇▇▇▇▇▇ ▇ay only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. AN▇▇▇▇▇▇ ▇hall be deemed to have accepted all Purchase Orders for Productsthat are consistent with this Agreement. (1) The volume of a minimum order of Product shall be one (1) full batch of Product according to the working conditions of AN▇▇▇▇▇▇’▇ ▇MO. As the execution date of this agreement, based on current conditions have the Lead Time for such ProductsCommercial Batch equal to approximately thirty-seven thousand (37,000) vials (2) Unless otherwise agreed to by the Parties, which the minimum shelf life of Product provided to ETON by AN▇▇▇▇▇▇, through CMO, shall create a binding obligation to purchase such Products from Supplier within be not less than 80% of the Lead Time for approved shelf life after receipt of Product at ETON PHARMA. (3) Product will be delivered hereunder in the timeframe set forth in the applicable Products. Each Purchase Order shall specifyOrder; provided, however, that: (a) if no timeframe is specified in the quantity Purchase Order, Product will be delivered hereunder ninety (90) days after the Purchase Order date and part number of Products being ordered; (b) unless otherwise agreed by the applicable price; (c) the requested Parties, any delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each date specified in a Purchase Order shall will not be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER earlier than ninety (90) days after the Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementdate.

Purchase Orders. Upon Astellas shall order Compounds and Non-Commercial Products by submitting written purchase orders, in such form as the Effective Date parties shall agree from time to time, to Vical specifying the quantities of Compounds and during Non-Commercial Products ordered (which shall be consistent with the Term.requirements in Section 4.1), CUSTOMER shall provide Supplier with Purchase Orders for Productsthe type and form of Compounds and Non-Commercial Products ordered (i.e., based on Compounds, formulated bulk Non-Commercial Products and/or finished Non-Commercial Product), the Lead Time desired shipment date for such Products, which shall create a binding obligation to purchase such Compounds and Non-Commercial Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Productsinstructions. Each Purchase Order Astellas shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection order Compounds and Non-Commercial Products in lots of a CUSTOMER Purchase Order within defined number of units/lot pursuant to each purchase order as reasonably specified by Vical. Astellas shall submit each purchase order to Vical at least […***…] of Supplier’s receipt thereof but in no event greater than ([…***…]) days in advance of the desired shipment date specified in such purchase order. Vical shall use Commercially Reasonable Efforts to make each shipment of Compounds and Non-Commercial Products in the quantity and on the shipment date specified for it on Astellas’ purchase order, via the mode(s) of transportation and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of party and destination specified on such […***…]purchase order. In the event of a conflict between the pricing in an accepted Purchase Order Any purchase orders for Compounds and the pricing set forth on Supplier quotes (the quoted price), the quoted price Non-Commercial Products submitted by Astellas to Vical shall control. Furthermore, it is agreed that each such Purchase Order reference this Agreement and shall be governed exclusively by the provisions terms contained herein. The parties hereby agree that, with respect to supply of Compounds and Non-Commercial Products, the terms and conditions of this Agreement and shall supersede any term or condition in any order, confirmation or other document furnished by Astellas or Vical that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict any way inconsistent with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementthese terms and conditions.

Purchase Orders. Upon 5.6.1 Subject to the Effective Date terms and during conditions of this Agreement, ▇▇▇▇▇▇ shall be bound to order one hundred percent (100%) of the Term.forecasted quantities of Bulk Drug Product that are subject to a Binding Portion of the Launch Forecast or a rolling forecast. At least two hundred eighty (280) days prior to the desired delivery date, CUSTOMER ▇▇▇▇▇▇ shall provide Supplier with submit a firm, binding, non-cancelable purchase order of its requirements for Bulk Drug Product (“Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: Order”) specifying (a) the quantity requested delivery dates for each batch and part number of Products being ordered; (b) the applicable pricequantities of Bulk Drug Product that ▇▇▇▇▇▇ desires to be either (i) marked with the SANCTURA XR designation; (cii) unmarked; and/or (iii) ▇▇▇▇▇▇ Marked Capsules, provided that such breakdown corresponds to the requested delivery date; breakdown set forth in ▇▇▇▇▇▇’ forecasts for the corresponding periods and subject to the provisions of Section 5.4.5 and 5.6.2. Within ten (d10) days of receipt of each Purchase Order, Indevus shall provide confirmation in writing of the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order and delivery date(s) requested by ▇▇▇▇▇▇. Other than terms respecting quantity, delivery date(s), shipment method and destination(s), no modification or amendment to this Agreement shall be subject effected by or result from the receipt, acceptance, signing or acknowledgement of Purchase Orders or other business forms containing terms or conditions in addition to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but different from the terms and conditions set forth in no event greater than […***…]this Agreement, and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In in the event of a conflict between the pricing in an accepted terms of any Purchase Order and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price this Agreement shall control. Furthermore, it is agreed that each Indevus will use commercially reasonable efforts to supply ▇▇▇▇▇▇ on or prior to the designated delivery date the quantities of Bulk Drug Product designated in such Purchase Order, provided, however, that Indevus shall not be obligated to satisfy the aggregate portion of any Purchase Order that would exceed the aggregate Binding Portion for such Calendar Quarter if its Third Party manufacturers have no obligation to Indevus to satisfy any such excess portion. 5.6.2 Except as set forth in this Section 5.6.2, ▇▇▇▇▇▇’ Purchase Orders for each category of Bulk Drug Product (i.e., either (i) marked with the SANCTURA XR designation, (ii) unmarked, or (iii) ▇▇▇▇▇▇ Marked Capsules), shall be governed by in ordinary production batch quantities of at least three to four batches, with each batch currently expected to consist of 1.5 million capsules. Notwithstanding the foregoing, with respect to Bulk Drug Product ordered for sale during the twelve (12) month period commencing with the first Launch in the ▇▇▇▇▇▇ Territory or ordered during said period for delivery during said period or thereafter, ▇▇▇▇▇▇ shall have the right to submit (and Indevus shall accept) Purchase Orders for one batch of Bulk Drug Product or multiples thereof, provided that (a) 100% of such batch is (i) marked with the SANCTURA XR designation or (ii) is unmarked, as designated in such Purchase Order; and (b) such quantities and breakdown correspond to the quantities and breakdown set forth in ▇▇▇▇▇▇’ forecast for such period. If after the expiration of the period referred to in the preceding sentence, ▇▇▇▇▇▇ advises Indevus in writing that it desires to purchase ▇▇▇▇▇▇ Marked Capsules, but in ordinary production batch quantities that do not satisfy the three or four batch minimum quantities for such category, Indevus will negotiate in good faith with its Third Party manufacturer to produce one batch of such ▇▇▇▇▇▇ Marked Capsules or multiples thereof, subject to the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementSection 5.4.5.

Purchase Orders. Upon Any Purchase Order is an offer by Customer to Supplier to enter into the Effective Date purchase agreement described by such Purchase Order and during is exclusively subject to the Term.terms of this Agreement along with any other, CUSTOMER agreed to Specifications or requirements transmitted to Supplier by Customer in connection with the Purchase Order, and shall provide serve as the complete and exclusive statement of such agreement. Any terms or conditions contained in any quotation, acknowledgement, invoice or other communication by Supplier with Purchase Orders for Products, based on the Lead Time for such Productsor Customer, which shall create a binding obligation to purchase such Products from Supplier within are inconsistent with this Agreement or the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; andOrder, (e) any special shipping instructions regarding the Products. Each Purchase Order shall may be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayedrejected. Supplier shall make commercially reasonable efforts be deemed to provide written notice have agreed to CUSTOMER the Purchase Order (including any Specifications or requirements stated therein) when Supplier: a) Executes and returns a countersigned copy of the Purchase Order; b) Delivers a signed writing indicating its intent to be bound by the Purchase Order; or c) Delivers to Customer any rejection of the Products ordered. 4.1.1 Supplier shall not refuse or delay the acceptance of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but issued in no event greater than […***…]accordance with the Forecast and Specifications, and such Purchase Order nor shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to frustrate the expiration of such […***…]. In the event of a conflict good faith dealings between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions Parties via modification of a Purchase Order. 4.1.2 Customer, or at its sole option, may reschedule [***] a Delivery Plan by delivering to Supplier a modified Delivery Plan. A modified Delivery Plan is binding upon the Parties if it conforms to the following table: [[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]] By the end of each previous [***], Customer shall deliver a rolling Forecast to Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, . Supplier shall acknowledge receipt of each Forecast no later than [***] business day following the date of receipt. The requirements of the Delivery Plan shall be applicable to as described in Section 9.2. The first [***] of each Forecast (i.e. the purchase if any Delivery Plan) shall be binding on Customer. Orders for Components having agreed lead times greater than [***] days shall also be binding on Customer, provided they are ordered in accordance with the rest of the foregoing is Forecast, and Customer shall be liable for the corresponding mutually-agreed actual costs in addition the event of cancellation or for failure to place the corresponding Purchase Order in accordance with the Forecast. Customer and Supplier shall agree upon a list of Components having a lead time greater than [***] days and the purchased volume and ordering schedule for such Components. Customer shall pay Supplier for all costs actually incurred by Supplier as a result of the rescheduling of deliveries of Products, Components or Work in conflict with this AgreementProgress for the portion that exceeds the permissible re-schedulable [***] referenced in the above table. A general In some cases, certain Components may require air shipments or standard acknowledgment of any such special price in order or to accommodate an order increase beyond the making of delivery with respect thereto shall shown flexibility level. In these cases, Supplier will present the associated cost to Customer to be approved in no case be construed as an amendment writing and will charge the approved amount to this AgreementCustomer.

Purchase Orders. Upon COMPANY shall order the Effective Date SELECTED REAGENT from NEKTAR AL by means of a standard COMPANY purchase order and NEKTAR AL shall have SELECTED REAGENT shipped pursuant to its standard shipping procedures and documentation; provided, however, that all terms and conditions for any orders of the SELECTED REAGENT other than quantity and delivery dates shall be governed exclusively by the terms of this AGREEMENT. COMPANY shall, at least sixty (60) days prior to the commencement of the second and each successive calendar quarter following the grant of the license and sublicense pursuant to Article 2, provide NEKTAR AL with a written purchase order for amounts of the SELECTED REAGENT to be provided during such calendar quarter. Any such purchase order shall be sent to the Term., CUSTOMER attention of NEKTAR AL'S Sales Manager. Such COMPANY purchase order shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) specify the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) date of the delivery destination; andSELECTED REAGENT, (e) any special shipping instructions regarding as well as the Products. Each Purchase Order shall be subject site to acceptance by Supplier, such acceptance not which the SELECTED REAGENT is to be unreasonably withheld or delayedshipped. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written)However, if any, shall be applicable to the purchase if any of order or the foregoing is standard shipping documents are in addition to or in conflict with the terms and conditions of this AgreementAGREEMENT, only the terms and conditions of this AGREEMENT shall govern. A general Any such additional or standard acknowledgment of any inconsistent terms in such purchase order or shipping documents are hereby expressly rejected. The PARTIES acknowledge that, because of the making limited shelf-life of delivery with respect thereto the SELECTED REAGENT, COMPANY will not be able to maintain adequate safety stock of the SELECTED REAGENT; accordingly, upon request by COMPANY, the PARTIES shall cooperate in no case be construed good faith to establish contingency plans, or other measures, to provide the type of protection as an amendment to this Agreementa safety stock would provide. Such measures could include, for example, improving stability of SELECTED REAGENT or the penultimate intermediate thereof.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER (a) OptiNose shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to submit purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specifyorders specifying: (a) the quantity and part number of Products being ordered; units of LDSAs to be manufactured, (b) the applicable price; Price (determined in accordance with Exhibit A hereto) and (c) the requested expected delivery date; date (d) the delivery destination; and“Purchase Orders”). Unless otherwise agreed, (e) any special shipping instructions regarding the Products. Each a Purchase Order shall be subject not request a shipment date sooner than [***] ([***]) business days from the date of the Purchase Order unless agreed to separately by both parties. Ximedica shall confirm acceptance by Supplier, such acceptance not of Purchase Orders and projected dates of shipment within [***] ([***]) business days of receiving a Purchase Order. Failure of Ximedica to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of confirm any rejection of a CUSTOMER Purchase Order within the […***…] of Supplier’s receipt thereof but in no event greater than ([…***…], and such Purchase Order ) business day period shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration be acceptance of such Purchase Order, price and delivery. (b) For any Binding Period, OptiNose shall submit Purchase Orders that aggregately meet at least […***…]% of the Rolling Forecast for such Binding Period, and Ximedica shall supply such Purchase Orders. If the Purchase Orders for a month in the Binding Period in aggregate exceed the Rolling Forecast for such month by an amount between [***], Ximedica shall supply such excess under this Agreement, provided, however, that, in any consecutive [***] of the Rolling Forecast for such [***]. In If such Purchase Orders in aggregate exceed the event Rolling Forecast for such month in the Binding Period by more than [***], Ximedica shall use [***] to fill such orders, but shall not be in breach of a conflict between this Agreement if Ximedica does not supply such excess beyond [***], as applicable. Ximedica shall promptly advise OptiNose to what extent Ximedica can fulfill such excess amount above [***], as applicable, which amount shall be considered part of the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementhereunder.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (bWhere this Agreement is terminated by Buyer pursuant to Section 10.2(a) the applicable price; (cor by Supplier pursuant to Section 10.2(b) the requested delivery date; (d) the delivery destination; andor 10.2(c), (e) Supplier will be entitled, at its option, to fill or cancel any special shipping instructions regarding the ProductsPurchase Orders that were submitted by Buyer prior to such termination. Each If Supplier elects to fill any such Purchase Order shall be subject to acceptance by SupplierOrders, such acceptance not to be unreasonably withheld or delayed. Supplier shall make use commercially reasonable efforts to provide written notice to CUSTOMER of fill any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order Orders. If Supplier elects not to fill any such Purchase Orders, Buyer shall be deemed accepted by reimburse Supplier if no such rejection notice is provided for the costs (including, but not limited to, raw material costs) incurred in connection with Purchase Orders that Supplier had started to CUSTOMER supply prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions termination of this Agreement and that none of the provisions of a Purchase Order, are canceled by Supplier pursuant to this Section 11.2(a). (b) Where this Agreement is terminated by Buyer pursuant to Section 10.2(b) or Supplier’s acknowledgement thereof (either printed, stamped, typed or written10.2(c), Supplier will be entitled, at its option, to fill or cancel any Purchase Orders that were submitted by Buyer, its Affiliates or sublicensees prior to such termination; provided that if anySupplier elects not to fill any such Purchase Orders, Supplier shall be applicable liable for the costs (including, but not limited to, raw material costs) incurred in connection with Purchase Orders that Supplier had started to manufacture prior to the purchase if any expiration or termination of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment Agreement and that are canceled by Supplier pursuant to this AgreementSection 11.2(b).

Purchase Orders. Upon Purchaser shall purchase Product by written purchase orders (“Purchase Orders”), submitted to VIVUS at least *** in advance of the Effective Date and during the Term.desired shipment date specified therein. For each calendar quarter, CUSTOMER Purchaser shall provide Supplier with be required to submit Purchase Orders for Products, based on at least *** percent (***%) of the Lead Time quantities in the Forecast for such Products*** submitted by Purchaser to VIVUS *** prior to the start of such *** (the “Binding Forecast”), which shall create a binding and VIVUS will have no obligation to purchase supply Product in excess of *** percent (***%) of the quantity specified in such Products from Supplier within the Lead Time for the applicable ProductsBinding Forecast, but will use Commercially Reasonable Efforts to supply such excess Product. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) , at a minimum, the applicable price; (c) volume of each dosage strength of Product ordered, and the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s Upon receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable subject to the purchase if provisions of Section ‎2.1, VIVUS shall supply the Product in such quantities and deliver the Product to Purchaser (or Purchaser’s designee) on such delivery dates. VIVUS is not obligated to accept verbal orders of any kind for the supply of Product hereunder. To the extent there is any conflict or inconsistency between this Agreement and any Purchase Order, this Agreement shall govern. If a new Third Party manufacturer has been appointed by VIVUS, then the lead times (i.e. the time between the finalizing of a Purchase Order and the delivery of the foregoing is in addition Product) for Purchase Orders set forth above may not be lengthened without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned, or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementdelayed.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) All purchases shall be pursuant to purchase orders (each, a “Purchase Order”) submitted by ▇▇▇▇▇▇▇ to EyePoint. Alimera shall submit [***] Purchase Order for each Calendar Quarter[***], and shall specify in such Purchase Order (i) the quantity of the Product ordered, and part number of Products being ordered; (b) the applicable price; (cii) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each which Purchase Order shall be subject [***] for such Calendar Quarter set forth in the Firm Order. All Purchase Orders shall be [***]. EyePoint will be deemed to acceptance have accepted any Purchase Orders for the Firm Order period that (w) do not exceed [***]the quantity of Product set forth in the Firm Order for the applicable period, and (x) are otherwise consistent with the delivery dates for the applicable period set forth in the Firm Order. EyePoint shall consider [***] all or any portion of a Purchase Order that (y) exceeds [***] the quantity of Product set forth in the Firm Order for the applicable period, or (z) is otherwise inconsistent with the delivery dates set forth in the Firm Order for the applicable period. EyePoint may decline to accept all or any portion of a Purchase Order by Supplierproviding written notice to Alimera within [***] following receipt of a Purchase Order. For clarity, such acceptance if EyePoint does not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of Alimera that it is declining to accept all or any rejection portion of a CUSTOMER Purchase Order in writing within […***…] of Supplier’s following receipt thereof but in no event greater than […***…]thereof, and such then that Purchase Order shall be deemed to have been accepted by Supplier if EyePoint. Once accepted, a Purchase Order becomes part of this Agreement, and no such rejection notice is provided to CUSTOMER prior to the expiration of such changes may be made without […***…]. In . (b) This Agreement, together with the event of a conflict Product Rights Agreement, sets forth the exclusive contract terms between the pricing Parties with respect to, and shall apply to, all orders for the Product. Any terms in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, sales order, invoice or Supplier’s acknowledgement thereof (other notice submitted by either printed, stamped, typed Party to the other Party that are different from or written), if any, additional to the provisions hereof shall be applicable to null and void notwithstanding EyePoint’s delivery of, and ▇▇▇▇▇▇▇’s acceptance of, the purchase if any of the foregoing is in addition to Product under such Purchase Order, sales order, invoice or in conflict with this Agreement. A general or standard acknowledgment of any other notice containing such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementterms.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER AMYLIN shall provide Supplier with submit Purchase Orders for Productsto BAXTER covering AMYLIN’s purchases of Product pursuant to this Agreement. AMYLIN shall not, based on without the Lead Time for such Productswritten consent of BAXTER, which shall create designate a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each delivery date in a Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within earlier than […***…] of Supplier’s receipt thereof but in no event greater than ([…***…]) calendar days from the date AMYLIN submits the Purchase Order. Within ten (10) calendar days of ▇▇▇▇▇▇’▇ receipt of the Purchase Order, BAXTER shall provide a confirmation of receipt of each Purchase Order setting forth a Batch (or lot) number (if available), the delivery date that BAXTER will meet and setting forth ▇▇▇▇▇▇’▇ filling date for such order. Upon AMYLIN’s receipt of such confirmation, such Purchase Order shall become a non-cancelable “Firm Purchase Order”, and AMYLIN shall be deemed accepted by Supplier if no such rejection notice obligated to purchase from BAXTER all Product ordered in a Firm Purchase Order. If BAXTER is provided unable to CUSTOMER prior meet the specified delivery date BAXTER shall so notify AMYLIN and provide to the expiration of such AMYLIN an alternative delivery date which shall not be more than […***…] ([***]) calendar days later than the initial delivery date designated by AMYLIN in its Purchase Order; provided that the alternative delivery date is no longer than [***] and [***] ([***]) calendar days from the issue of the AMYLIN Purchase Order. In To the event extent of a any conflict between the pricing in an accepted Purchase Order Orders submitted by AMYLIN and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price this Agreement shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreement.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such (a) Winalite will order Products from Supplier within the Lead Time for the applicable ProductsManufacturer on Winalite’s standard purchase order form (each, a “Purchase Order”). Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall will be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to Manufacturer unless specifically rejected in writing by Manufacturer within five (5) days of the expiration date of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order. (b) Each Purchase Order and delivered to Manufacturer under this Agreement will be deemed a part of and/or incorporated into this Agreement, provided, however, that the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each only binding terms of such Purchase Order shall will be governed by the specific terms identifying the Products ordered, the quantity, delivery schedule, delivery method, destination and FOB/CIF designation. The Parties expressly agree that all other provisions of Buyer’s Purchase Orders or Manufacturer’s order acknowledgement are void, it being the express intent of the Parties that this Agreement governs the general terms of sale. (c) All Purchase Orders will be delivered to Manufacturer by facsimile, e-mail or international courier. (d) The form and that none content of the provisions of a Purchase OrderOrders, including any terms and conditions appearing on or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable attached to the purchase if any Purchase Orders, will be determined in the sole discretion of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment Winalite; provided, however, that Manufacturer will have five (5) days from receipt of any such order Purchase Order to object in writing to any change to the commercial terms thereof, as compared to the immediately preceding Purchase Order accepted or deemed accepted by Manufacturer. If Manufacturer so objects, the making of delivery with respect thereto shall in no case Purchase Order will be construed as an amendment to this Agreementdeemed canceled. If Manufacturer does not so object, the Purchase Order will be deemed accepted.

Purchase Orders. Upon CareDx, the Effective Date and during the Term.United States entity, CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such order Supplied Products from Supplier within Illumina, the Lead Time for United States entity, under this Agreement using written purchase orders. Purchase orders shall state, at a minimum, the applicable Products. Each Purchase Order shall specify: Illumina catalogue or part number, the Illumina-provided quote number (a) or other reference provided by Illumina), the quantity and part number of Products being ordered; (b) the applicable , price; (c) the , requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Productsand address for delivery. Each Purchase Order All purchase orders shall be subject sent in writing to acceptance by SupplierIllumina Customer Support and be placed with Illumina, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…]the United States entity, and any payment for the shipment of Supplied Products ordered under such Purchase Order purchase orders shall be deemed accepted by Supplier if no such rejection notice is provided paid for in US Dollars to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price)Illumina, the quoted price shall control. FurthermoreUnited States entity, it is agreed that each such Purchase Order shall be governed by the provisions pursuant to Section 9.6 of this Agreement and that none subsection (d) below. Acceptance of a purchase order occurs when Illumina provides a written confirmation of acceptance to CareDx. Acceptance of a purchase order will be deemed to have occurred absent a confirmation of acceptance or rejection delivered in writing from Illumina to CareDx within 10 business days of Illumina’s receipt of the provisions of purchase order. Illumina shall not reject, and shall timely fulfill, any purchase order that meets the following: (i) CareDx has not failed to cure a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any material breach of the foregoing terms and conditions of this Agreement after Illumina has provided written notice of such material breach to CareDx; provided that, solely for purposes of this Subsection (c): (x) there is in addition to no cure period for any material breach by CareDx of Sections 4.1 or in conflict with this Agreement. A general 5.4 of the Agreement or standard acknowledgment Section 6 of any such order or the making of delivery Exhibit C with respect thereto shall to violation of Anti-Corruption Laws and (y) for all other material breaches, such cure period will be 10 business days from CareDx’s receipt of such written notice (provided that the applicable Lead Time is tolled during such cure period) and (ii) the total monthly amount ordered by CareDx under such purchase order is within [...***...]%-[...***...]% of the forecasted amount of the relevant month in no case the most recent forecast in which the order is placed and the delivery date is at or outside of the applicable Lead Time. All purchase orders are non-cancelable and may not be construed as an amendment modified without the prior written consent of Illumina; provided that notwithstanding the foregoing, in the event that CareDx terminates this Agreement pursuant to this AgreementSection 13.2 then CareDx may elect, at its option, to cancel one or more outstanding purchase orders without penalty or obligation to Illumina.

Purchase Orders. Upon A. From time to time as provided in this Section 4.3(A), Client shall submit to Catalent a [*] purchase order for Product specifying the Effective Date number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term.requested delivery date for each Batch (“Purchase Order”); provided, CUSTOMER that no Purchase Order may be for less than [*]. Concurrently with the submission of each Rolling Forecast, Client shall provide Supplier with submit a Purchase Order for the Firm Commitment. Purchase Orders for Products, based on quantities of Product in excess of the Firm Commitment shall be submitted by Client at least [*] days in advance of the delivery date requested in the Purchase Order (“Lead Time Requirement”). Catalent shall be obligated to accept any Purchase Order that meets the Lead Time Requirement and that is for a quantity of Product that does not exceed [*] of the quantity of Product set forth and agreed upon in the Firm Commitment. Catalent may reject Purchase Orders in excess of [*] more than the Firm Commitment. Failure to provide a Purchase Order does not absolve Client of its obligation regarding the Firm Commitment. B. Catalent shall confirm in writing that a Purchase Order has been accepted within [*] business days of receipt thereof by written acknowledgement (“Acknowledgement”) that it accepts or rejects such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable ProductsPurchase Order. Each Acknowledgement shall include the Processing Date and shall either confirm the delivery date set forth in the Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested or set forth a reasonable alternative delivery date; (d) provided that any alternative delivery date proposed by Catalent is within [*] business days of the delivery destination; and, (e) any special shipping instructions regarding date set forth in the ProductsPurchase Order. Each Purchase Order Catalent’s failure to timely provide an Acknowledgement shall be subject to deemed an acceptance by Supplierof Client’s Purchase Order. C. Notwithstanding Section 4.3(A), such acceptance not to be unreasonably withheld or delayed. Supplier Catalent shall make use commercially reasonable efforts to provide written notice supply Client with quantities of Product which are up to CUSTOMER [*]% in excess of any rejection the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity; provided, that Catalent’s failure to supply Client with quantities in excess of the quantities specified in the Firm Commitment shall not constitute a CUSTOMER Purchase Order within […***…] breach of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted this Agreement by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. Catalent. D. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementcontrol.

Purchase Orders. Upon i. The Products will be ordered by Aphria by the Effective Date and during the Term., CUSTOMER shall provide Supplier with issuance of pre-numbered purchase orders (“Purchase Orders”). All Purchase Orders for Products, based are subject to acceptance by Aphria Diamond before they become binding on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable ProductsAphria Diamond. ii. Each Purchase Order shall specify: (a) will designate the quantity desired delivery dates for the Products and part number of packaging configurations for the Products being ordered; (b) and will specify the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding Aphria Facility ordering the Products. Each Aphria shall not be required to deliver, and Aphria Diamond shall not accept, Purchase Order shall Orders for any Product to be delivered after the date of termination or expiration of this Agreement. iii. All sales of accepted Products by Aphria Diamond to Aphria will be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and will not be subject to the terms and conditions contained in any Purchase Order of Aphria or confirmation of Aphria Diamond, except insofar as any such Purchase Order or confirmation establishes: (a) the type of Product to be sold; (b) the quantity of Products to be sold; (c) the delivery dates for those Products; (d) the packaging configuration for those Products; and I the location to which those Products are to be delivered. iv. For greater certainty, Aphria shall have no obligation to purchase any quantities of Products that none of the provisions of are not specifically set out in a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementOrder provided by Aphria and accepted by Aphria Diamond.

Purchase Orders. Upon (a) Subject to the Effective Date other provisions of this Agreement, NovaDel, or its designee, shall from time to time, but not before January 1, 2005, place orders for the Product (a Purchase Order) and during identify the Termrequested delivery dates for each such order., CUSTOMER shall provide Supplier with (b) The delivery dates specified in any such Purchase Orders for Products, based on shall not be less than (60) days from the Lead Time for dates of such Products, which Purchase Orders. (c) Each Purchase Order placed pursuant to this Section 3.2 shall create constitute a binding firm obligation to purchase such Products from Supplier within the Lead Time for ordered quantities of the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; andProduct, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance the following provisions (i) A Purchase Orders may be modified or cancelled by SupplierNovaDel, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide its designee, upon written notice to CUSTOMER INyX; provided, however, that if any modification or cancellation of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater an order shall occur less than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER 60 days prior to the expiration delivery date, NovaDel shall pay INyX within 30 days after invoice therefore any out-of-pocket costs incurred by INyX as a direct result of such […***…]. In the event modification or cancellation by NovaDel and which would not otherwise be recovered by INyX hereunder. (ii) INyX shall provide a Purchase Order confirmation to NovaDel within three Business Days of receipt of a conflict between the pricing in an accepted Purchase Purchaser Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by complies with the provisions of this Agreement and that none of clause 3.2. (iii) INyX shall have the right to refuse any Purchase Orders which do not comply with the provisions of a section 3.2. (iv) The terms, conditions and limitations of this Agreement shall be controlling over any conflicting terms and conditions contained in any Purchase Order or other documentation used by NovaDel in ordering the Product or by INyX in accepting or confirming Purchase Orders, and any term or condition of such Purchase Order, acceptance or Supplier’s acknowledgement thereof (either printedother document that shall conflict with, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with to, the terms, conditions and limitations of this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementAgreement is hereby expressly rejected.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER 5.3.1. Customer shall provide Supplier BVL with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation its Product requirements not less than **** (****) days prior to purchase such Products from Supplier within the Lead Time for the applicable Productsits anticipated delivery date. Each Purchase Order shall specify: (a) Customer may increase the quantity and part number or accelerate the scheduled Manufacturing Date of Products being ordered; (b) any Firm Order with the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplierwritten consent of BVL, such acceptance consent not to be unreasonably withheld or delayed, provided however, that: (i) BVL shall not be required to implement such alteration if it cannot reasonably or practicably do so; and/or (ii) BVL shall provide a quotation for the additional fee, if any, required to implement such increase or acceleration and Customer shall provide authorization for such fee. Supplier Such Purchase Orders shall make commercially reasonable efforts be subject to provide written notice acceptance by BVL. BVL will respond to CUSTOMER of any rejection of a CUSTOMER Customer’s Purchase Order with either a confirmation or proposed modification as to delivery date within […***…] of Supplier’s receipt thereof but in no event greater than […* (***…]*) business days of receipt by BVL. Customer may, and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided in its sole discretion, decrease, postpone or cancel any Firm Order, subject to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions Paragraph 6.5. Any terms or conditions of a Purchase Order, acknowledgement or Supplier’s acknowledgement thereof similar standardized form given or received pursuant to this Agreement that are additional or inconsistent with this Agreement shall have no effect and are hereby excluded, unless this Section is expressly referenced by the Parties. 5.3.2. Unless mutually agreed, no later than **** days prior to the date of manufacture, BVL will notify Customer of said date of manufacture. 5.3.3. Notwithstanding the foregoing, in the event that either (either printedi) Customer, stampedin its good faith judgment, typed or written)determines that a Product, if anyManufactured, shall will not be applicable marketable in the Territory and that the cause for such non-marketability is solely and proximately the responsibility of BVL, (ii) the Products or Manufacture are subject to the purchase if any consent decree or any of the foregoing is remedial actions, investigations or adverse events described in addition to Article 3 hereof or in conflict with (iii) BVL has breached its representations, warranties, or other obligations under of this Agreement, then Customer shall have the right, at its discretion, to postpone without penalty to either Party any future Purchase Orders of Product until such time as the cause giving rise to the non-marketability of the Product is abated. A general or standard acknowledgment The Parties shall cooperate in good faith to schedule Manufacturing of any such order or the making of delivery with respect thereto shall in no case be construed affected Products as an amendment to this Agreementsoon as reasonably practicable.

Purchase Orders. Upon the Effective Date A Relevant Company may order a Supply by completing and during the Term., CUSTOMER shall provide Supplier with forwarding a Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation Order to purchase such Products from Supplier within the Lead Time for the applicable ProductsSupplier. Each Purchase Order shall specify: shall: (a) contain the quantity and part number following information, plus any other applicable terms; (i) the name of the Relevant Company ordering the Supply; (ii) the Products being and/or Services ordered; (iii) the Delivery Points(s); (iv) the Prices; and (v) whether the Relevant Company is acquiring the Products for Prices that are inclusive or exclusive of Freight Costs. (b) be deemed to incorporate and be governed by all terms and conditions of the applicable priceAgreement, subject to Section 2.2(d); and (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection upon the first of the following to occur: (i) Supplier making, signing or delivering to the Relevant Company issuing the Purchase Order any letter, term or of her writing or instrument acknowledging acceptance; (ii) any performance by Supplier thereunder; or (iii) the passage of five (5) days after Supplier’s receipt of the Purchase Order without written notice is provided to CUSTOMER the Relevant Company that the Supplier does not accept; provided, however, Supplier may not refuse to accept any Purchase Order that compiles with the terms and conditions of the Agreement. Each Relevant Company reserves the right to revoke or withdraw a Purchase Order issued by that Relevant Company, in whole or in part, prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementacceptance.

Purchase Orders. Upon Sub-Distributor shall order Products in accordance with the Effective Date terms and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time conditions of this Agreement. Each order for the applicable Productspurchase of 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 shall specify: specify (ai) the quantity and part number of Products being ordered; , (bii) the applicable price; Wholesale Minimum Price for the Products ordered, (ciii) 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 date and delivery date; (d) instructions for the delivery destination; andapplicable Products ordered. Receipt dates must be during the term of this Agreement, (e) any special shipping instructions regarding the Products. Each except Sub-Distributor may request, subject to Distributor’s acceptance in Distributor’s sole and absolute discretion, a Purchase Order with a requested receipt date after the expiration or termination of this Agreement, in which case, if accepted by Distributor, the terms and conditions of this Agreement shall apply to such shipment, but under no circumstances should such shipment be subject to acceptance by Supplier, such acceptance not deemed to be unreasonably withheld or delayedconstrued as being a renewal or extension of this Agreement or the exclusivity rights granted to Sub-Distributor herein. Supplier shall make commercially reasonable efforts The Parties agree that to provide written notice to CUSTOMER the extent that any of the terms and conditions of this Agreement conflict or are inconsistent with the terms or conditions of any rejection of a CUSTOMER Purchase Order within […***…] submitted by Sub-Distributor, the terms and conditions of Supplier’s receipt thereof but this Agreement shall prevail and control to the extent of any such conflict or inconsistency, unless the Purchase Order containing such conflicting or inconsistent terms and conditions is countersigned by Distributor, in no event greater than […***…], which case the terms and conditions set forth in such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior prevail and control to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment extent of any such order conflict or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementinconstancy.

Purchase Orders. Upon 3.1 For all Services requested from Distributor under this Agreement, VAR shall submit to Distributor by e-mail or through the Effective Date and during Partner Portal at least the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, following information which shall create be deemed by the Parties to comprise a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each “Purchase Order shall specify: Order”: (a) the quantity Purchase Order number and part number of Products being ordered; date; (b) Identification of the applicable price; Services by name and part number; (c) the requested delivery date; Quantity and price; (d) the delivery destination; andThe requested delivery/activation date, (by 5:00 pm Eastern) and instructions; (e) any special shipping instructions regarding the Products. Each The Subscriber’s name and contact information. 3.2 For each fully conforming Purchase Order received, Distributor shall be subject to acceptance by Supplierprovide VAR with a written confirmation and acceptance; provided, such acceptance not to be unreasonably withheld or delayedhowever, that no binding obligation for fulfillment exists unless and until Distributor confirms receipt and accepts the order (“Order”). Supplier Distributor shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection notify VAR in writing within five (5) business days after receipt of a CUSTOMER Purchase Order from VAR whether Distributor has accepted or rejected the Purchase Order. If Distributor does not notify VAR in writing of acceptance or rejection within […***…] of Supplier’s receipt thereof but in no event greater than […***…]such five (5) business day period, and such the Purchase Order shall be deemed accepted by Supplier if no Distributor. 3.3 New and/or renewal subscriptions for Services to existing Subscribers shall not require a new Purchase Order unless there is an applicable change in pricing from that Subscriber’s prior subscriptions. If VAR makes such rejection notice is provided to CUSTOMER prior to requests through the expiration of such […***…]. In the event submission of a conflict between the pricing in an accepted Purchase Order and or through Distributor web portals, Distributor shall treat each such request as a confirmed Order. 3.4 VAR shall be entitled to wholly or partially cancel a given Purchase Order by submitting a written notice of cancellation to Distributor no later than the pricing set forth on Supplier quotes (the quoted price)requested activation date; provided, however, that if such cancellation is not submitted, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement final and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementbinding upon VAR.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER Acclarent shall provide Supplier with submit written Purchase Orders or Change Orders for Products, based on the Lead Time purchase of its requirements for such Productsthe Product, which shall create a binding obligation to purchase such Products from Supplier within set forth the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being quantities ordered; (b) the applicable price; (c) , the requested delivery date; (d) the delivery destination; anddates, (e) any special shipping instructions regarding the Productsinstructions, and shipping address(es). Each Acclarent shall initiate a new Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within (i.e. new PO number) […***…*] of Supplier’s receipt thereof but in no event greater than a manner so that Advanced […***…], and such *] purchase orders for Balloon Products. New line items shall be added to the appropriate Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided on a monthly basis via Change Orders in order to CUSTOMER prior to maintain the expiration of such […***…*] Orders as defined above. Pricing for Product (as outlined in Exhibit B) shall be based on actual Product purchased (as described above in section 2.4). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Acclarent shall be entitled to use its standard form of purchase order; provided, however, that such purchase orders shall not alter any of the terms contained in this Agreement. In the event of a any conflict between the pricing in an accepted terms of any Purchase Order or Change Order delivered by Acclarent hereunder and the pricing set forth on Supplier quotes (the quoted price)terms of this Agreement, the quoted price terms of this Agreement shall control. Furthermore, it is agreed that each such The Purchase Order(s) will be amended with Change Orders. Any Change Order will reflect the original Purchase Order number submitted by Acclarent to Advanced, as well as quantities ordered, requested delivery dates, shipping instructions and shipping address(es). This Section shall also be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable subject to the purchase if any terms of the foregoing is in addition Article 3 below relating to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementexclusivity.

Purchase Orders. Upon (A) For the Effective Date supply of clinical Product to Metsera, Amneal and during Metsera shall agree upon the Termterms of a purchase order for such Product, including the timing of delivery for such Product. (B) Each month, CUSTOMER upon the same date as the submission of each Forecast Schedule, Metsera shall provide Supplier Amneal with Purchase Orders binding firm orders for Productscommercial Product (each, based on a “Firm Order”) which will be in a form mutually agreed upon by the Lead Time for such ProductsParties and, which at a minimum, shall create a binding obligation specify: [***]. Each Firm Order will be in Batch sizes equal to purchase such Products from Supplier within the Lead Time validated Batch size for the applicable ProductsProduct. Each Purchase Amneal shall accept a Firm Order shall specify: (a) as long as the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within ordered volume is no more than […***…] of Supplier’s receipt thereof but in no event greater than the applicable Forecast Schedule. Amneal agrees to use […***…], ] to Manufacture and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration deliver any quantity of such Product ordered in excess of […***…] of the applicable Forecast Schedule[***]. (C) Amneal shall respond to each Firm Order received by Metsera within [***] following receipt. In Amneal’s response shall include confirmation of the event delivery dates and quantity of the Product as set out in the relevant Firm Order. For clarity, Amneal may not reject any Firm Order so long as such Firm Order is no more than [***] of the applicable Forecast Schedule. (D) Each confirmed Firm Order will be regarded by the Parties as a conflict between the pricing in an accepted Purchase Order binding irrevocable commitment by Metsera to purchase from Amneal, and the pricing set forth on Supplier quotes (the quoted price)for Amneal to Manufacture and supply to Metsera, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions relevant quantity of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable Product according to the purchase if any of the foregoing is requirements set out in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementFirm Order.

Purchase Orders. Upon All purchases of the Effective Date and during the Term.Product shall be pursuant to purchase orders (each, CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, a “PO”) submitted by Braeburn to Lubrizol which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: specify (a) which Product to be ordered (e.g., the quantity and part number of Products being ordered; GMP Product or Non-GMP Product), (b) the applicable price; quantity of Product ordered, and (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order which shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within no less than […***…] days after submission of Supplier’s receipt thereof but the PO. POs may be changed only by the mutual written agreement of the Parties. The minimum quantity of Supply that may be ordered in no event greater than any individual PO is […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such . […***…]. In This Agreement sets forth the event of a conflict exclusive contract terms between the pricing Parties with respect to, and shall apply to, all orders of the Product. Any terms in an accepted Purchase Order and any PO, order form, invoice or other notice submitted by either Party to the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed other Party that each such Purchase Order shall be governed by are different from or additional to the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, Section 2.3 shall be applicable to the purchase if null and void notwithstanding Lubrizol’s delivery of, and Braeburn’s acceptance of, Product under any of the foregoing is in addition to PO, order form, invoice or in conflict with this Agreementother notice containing such terms. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementCOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) On […***…], or another date otherwise agreed to by the Parties, of each calendar year during the Term following the delivery of the initial Annual Forecast, Talis will issue a blanket purchase order for (i) […***…]% of the quantity and part number of Products being ordered; Product (bby Product type) identified in the applicable price; first […***…] months of the then-current Annual Forecast (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within i.e. […***…] of Supplier’s receipt thereof but the following calendar year), including the expected delivery dates and any special shipping, storage or other instructions therefor, (ii) […***…]% of the quantity of Product (by Product type) identified in no event greater than the following […***…] months of such Annual Forecast (i.e. […***…]); and (iii) […***…]% of the quantity of Product (by Product type) identified in each of the last […***…] months of such Annual Forecast (i.e. […***…]) (each such annual purchase order, an “Annual Commitment PO”). For clarity, subject to the terms of this Agreement, the Annual Commitment PO constitutes a binding commitment on Talis to purchase and on thX to manufacture and supply the applicable quantities of Products set forth in such Annual Commitment PO. (b) In addition to the Annual Commitment PO, Talis shall place quarterly purchase orders for its additional Product requirements (if any) by submitting to thX written purchase orders using Talis’ standard purchase order form on or around each of […***…], […***…] and […***…] during the Term, which shall (a) specify any additional quantity of Products (by Product type) that it requires in […***…] of the […***…], to the extent that its requirements are in excess of the quantities set forth in the Annual Commitment PO for any corresponding month, (b) provide a delivery dates for any such Product consistent with the applicable order lead time for the relevant Product stated in Exhibit A, and (c) include any special shipping, storage or other instructions applicable to such order (each a “Purchase Order”). For clarity, and by way of example, a Purchase Order delivered by Talis on […***…] of a given calendar year would set forth the quantities of Product required by Talis for each of the following […***…], to the extent such requirements were in excess of quantity ordered pursuant to the relevant Annual Commitment PO. (c) thX shall promptly (in all cases within […***…]) send its acceptance of each Purchase Order (or Annual Commitment PO) to Talis in writing, which acceptance will be a binding obligation on thX to fulfill such Purchase Order (or Annual Commitment PO) and on Talis to purchase those Products in advance of the desired delivery dates specified therein, as applicable; provided, however, that thX shall not be deemed accepted required to fulfil any portion of any Purchase Order corresponding to (i) a quantity of Product (by Supplier if no Product type) greater than the applicable quantity(ies) set forth for the corresponding month of the then-current Rolling Monthly Forecast, or (ii) for any Product(s) ordered inside of the applicable order lead time set forth on EXHIBIT A for such rejection notice is provided to CUSTOMER prior to the expiration of such Product, […***…]. In thX shall notify Talis whether or not thX will be able to fulfill the event excess portion of a conflict between the pricing in an accepted any Purchase Order and the pricing set forth on Supplier quotes (the quoted priceor part thereof), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreement.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER Buyer shall provide Supplier with submit to Seller Purchase Orders for Products correlating to the binding forecast no later than [****] before the designated delivery date. All accepted Purchase Orders for Products shall be firm and binding on Buyer and Seller. Seller shall accept all Purchase Order submitted by Buyer for Sternal Products, based Managed Versions (except as provided in Section 2.7(a)) and any New Products (to the extent that the Parties have mutually agreed that Seller will manufacture such New Products hereunder); provided, however, that Seller will not be required to accept Purchase Orders (i) for Managed Versions that are not designed or developed by Seller until the specifications NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. therefor have been established as contemplated in Section 2.7(a), (ii) that designate a delivery date(s) less than [****] from the date of the Purchase Order, or for a quantity of Product on the Lead Time specified delivery date(s) that, when aggregated with other outstanding Purchase Orders, exceeds the sum of (x) [****] of the forecasted orders for delivery of such Products, which shall create a binding obligation to purchase Product on such date(s) plus (y) the then available Safety Stock of such Products from Supplier within (collectively, the Lead Time for “Excess Orders”), or (ii) that are not in conformity with the applicable Productsrequirements of this CMA. Each Purchase Seller will use commercially reasonable efforts to accept all Excess Orders (provided that such Excess Orders otherwise comply with this CMA). To the extent that Seller cannot accept an Excess Order shall specify: (a) the quantity notwithstanding such commercially reasonable efforts, Seller will confer with Buyer and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice accept delivery dates with respect to CUSTOMER such Excess Orders that are as close as is commercially practicable to Buyer’s requested delivery date. If accepting an Excess Order would require Seller to incur overtime expenses, Seller’s acceptance of any rejection such Excess Order may include a statement that such acceptance is contingent on Buyer’s agreement to pay such overtime expenses (but only to the extent that such overtime expenses are solely attributable to Seller’s efforts to timely deliver such Excess Order), which acceptance shall further state Seller’s good faith best estimate of a CUSTOMER Purchase Order within […***…] the amount of Supplier’s receipt thereof but in no event greater than […***…]such overtime expenses. If Buyer does not agree to pay such overtime expenses, such acceptance shall be void, and such Purchase Order shall not be binding on Buyer and Seller. Seller may invoice Buyer for such overtime expenses incurred by Seller. If Buyer does not respond to any contingent acceptance of an Excess Order within three (3) Business Days after Buyer’s receipt of such contingent acceptance, Buyer shall be deemed accepted to have declined to pay overtime with respect to such Excess Order. For clarity, overtime expenses shall relate solely to employees of Seller who are not exempt from the requirement to pay overtime under applicable law and means, with respect to any such employee, the product obtained by Supplier if no multiplying (i) the amount by which the hourly compensation that Seller is required by law to pay to such rejection notice is provided employee for work performed during overtime periods (as defined under applicable law) exceeds such employee’s standard hourly compensation, by (ii) the number of hours worked by such employee during applicable overtime periods. Seller shall provide such documentation, records, backup and support as Buyer shall reasonably request to CUSTOMER prior confirm that any overtime expenses charge hereunder conform to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions requirements of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementSection 3.2.

Purchase Orders. Upon Toyama shall deliver to Cempra an order for the Effective aggregate volume of each Supplied Compound during each Firm Zone, provided that, with respect to the first [*] orders placed hereunder, Toyama may, at its option, place its orders for Supplied Compound no less than [*] months in advance of the desired delivery date therefor (any order described in this sentence, a “Commercial Supplied Compounds Order”). Each Commercial Supplied Compounds Order shall specify the volume of Supplied Compound ordered, and the Delivery Date and during of Supplied Compound is to be made available to Toyama under Section 4.4. The amount of each Supplied Compound ordered in each Commercial Supplied Compounds Order shall not vary by more than [*] percent ([*]%) from the Term., CUSTOMER shall provide Supplier with Purchase amount of such Supplied Compound specified in the most recently preceding Non-binding Forecast therefor (i.e. actual Commercial Supplied Compounds Orders for Productsdelivery in a particular month may not be less than [*] percent ([*]%), based nor more than [*] percent ([*]%), of the corresponding amount specified in the most recent preceding Non-binding Forecast). Any Orders will be delivered electronically or by other means to such location as Cempra shall designate to Toyama. Except as described above with respect to the first [*] Commercial Supplied Compounds Orders placed hereunder, Toyama shall issue each Commercial Supplied Compounds Order to Cempra not [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. less than [*] calendar months prior to the Delivery Date on which Toyama has requested Cempra to deliver Supplied Compound pursuant to each such Commercial Supplied Compounds Order. In the Lead Time absence of the receipt by Cempra of a Commercial Supplied Compounds Order for a particular month within the Firm Zone, such Products, which month of the Firm Zone shall create constitute a binding obligation to purchase such Products from Supplier within the Lead Time Commercial Supplied Compounds Order for the applicable Productsvolumes of Supplied Compound forecast in such month with a designated Delivery Date of the [*] Calendar Day of such month. Each Purchase Commercial Supplied Compounds Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; andthat is submitted, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplieror deemed submitted, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order accordance with this Section 2.4 shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration Cempra and Cempra shall fulfill each Commercial Supplied Compounds Order. Deliveries of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of Supplied Compound or Clinical Supply under this Agreement may vary by up to [*] Calendar Days from the specified Delivery Date (i.e., may be between [*] Calendar Days before the specified Delivery Date and that none of [*] Calendar Days after the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or writtenspecified Delivery Date), if any, shall be applicable to the purchase if any of the foregoing is . Such variance in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making actual date of delivery with respect thereto shall in no case be construed as an amendment to this Agreementnot constitute a breach of contract by Cempra.

Purchase Orders. Upon (a) Generally - All purchases pursuant to this Agreement shall be made by means of a written Purchase order issued from time to time by Buyer and accepted by Seller in writing. Any Purchase Order issued by Buyer to Seller for Products shall be governed in all respects by the Effective Date terms and during the Term.conditions of this Agreement. Buyer and Seller agree that except for non-conflicting administrative terms as provided for below, CUSTOMER any additional or preprinted terms or conditions on a Purchase Order shall provide Supplier with Purchase Orders for Productsbe null, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Productsvoid and of no effect. Each Purchase Order shall specify: include the following information, in addition to other appropriate information as may be mutually agreed upon by the Parties: (ai) name and address of Buyer, or Buyer Affiliate; (ii) Buyer Purchase Order number and Purchase Order date of issuance; (iii) name and address of Seller, or as appropriate, Seller Affiliate, that will be providing the quantity Product being ordered; (iv) incorporation within, by reference, of this Agreement; (v) types and part number quantities of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not and/or Services to be unreasonably withheld furnished by Seller as set forth in Exhibit 2, attached hereto, or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of as provided in a CUSTOMER Purchase Order within Quotation; […***…] of Supplier’s receipt thereof but in no event greater than […***…]Confidential treatment requested. (vi) applicable prices, charges, and fees with respect to such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing Products as set forth on Supplier quotes in Exhibit 2, attached hereto, or as provided in a Quotation; (the quoted price), the quoted price shall control. Furthermore, it vii) location or facility to which Product is agreed that each such Purchase Order shall to be governed by the provisions delivered; (viii) Ship Date of this Agreement and that none Product; (ix) billing address of the provisions of a Purchase OrderParty responsible for the payment whether such responsible party is the Buyer, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written)Buyer Affiliate to which Buyer intends to resell the Product, if any, which shall be applicable to an Affiliate set forth in the purchase if any Exhibit 1, attached hereto; (x) proper authorization of Buyer or Buyer's agent; and (xi) specification of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment List Price and Net Price of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementProduct.

Purchase Orders. Upon 4.2.1 Products will be ordered by Neos by the Effective Date and during issuance of separate, pre-numbered written purchase orders placed by electronic mail or by any other method agreed upon by the Term., CUSTOMER shall provide Supplier with Parties (each a “Purchase Orders for Products, based on the Lead Time for such ProductsOrder”), which upon acceptance by CPI (without limitation to the binding nature of the firm calendar quarter set forth in Section 4.1, above), shall create constitute a binding obligation of CPI to ship the Products specified therein. Within five (5) business days after CPI’s receipt of a particular Purchase Order placed by Neos, CPI will either acknowledge and accept in writing the receipt of such Purchase Order by providing a written confirmation to Neos (a “Confirmation”), or reject such Purchase Order. If no such Confirmation is received within such 5-day period, then CPI will be deemed to have rejected such Purchase Order, except to the extent such Purchase Order is for Products for which Neos has a binding purchase commitment, which portion of such Purchase Order will be binding on CPI and deemed to have been confirmed by CPI (subject to the limitations set forth in Section 4.1 above regarding quantities in excess of the Forecast). All Purchase Orders Confirmed (or deemed to have been confirmed) by CPI are binding on both Parties and may not be cancelled except as set forth in Section 4.2.2 hereof. Purchase Orders shall state quantities, shipping dates and shipping instructions for all Products and any other information as CPI may from Supplier within time to time reasonably request. All sales of Products by CPI to Neos will be subject to the Lead Time for the applicable Productsprovisions of this Agreement. Each No provision of any Purchase Order shall specify: alter or add to any of the terms or conditions of this Agreement, and in the event of any inconsistency, the terms of this Agreement shall govern, unless the Parties expressly agree to such additional or replacement terms or conditions in a writing other than the Purchase Order. 4.2.2 Purchase Orders shall be submitted by Neos at least thirty (a30) days prior to the quantity and part number of Products being ordered; shipment date specified. With respect to any Purchase Order not submitted at least thirty (b30) the applicable price; (c) days prior to the requested delivery date; (d) the delivery destination; anddates, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make CPI will use commercially reasonable efforts to provide written notice ship Products pursuant to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions requested date of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementdelivery.

Purchase Orders. Upon GWI shall deliver to Supplier purchase orders --------------- ("POs") for that portion of the Effective Date Binding Primary Commitment to be shipped to other sites and during for quantities to be shipped from Primary Inventory. The PO shall specify the Term.volumes of Primary Products ordered, CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested date of delivery date; (dthe "Delivery Date") and the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayeddestination for delivery. Supplier shall be obligated to make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of such Primary Products available for shipment so that delivery occurs on a CUSTOMER Purchase Order within date […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order . Supplier shall be deemed entitled to rely on the carrier delivery times set forth in Schedule 2.4(c) attached hereto and incorporated --------------- herein by reference and shall have no liability for any delivery delay occasioned by any carrier's failure to meet its committed delivery schedule. POs issued shall be binding on Supplier to the extent consistent with the Binding Primary Commitment and Supplier's obligations under Sections 2.3. 2.4 and 2.5 below, but inconsistent POs shall not be binding unless the inconsistent PO is expressly accepted in writing by Supplier if no such rejection notice is provided to CUSTOMER prior or, to the expiration extent inconsistent, can be filled out of such […***…]. In Primary Inventory (provided that the provisions of Section 4.3 shall apply in the event of a conflict between the pricing in an accepted Purchase Order such PO and the pricing set forth demands on Primary Inventory required to fill Binding Primary Commitments). Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none promptly notify GWI of the provisions acceptance or rejection of any portions of a Purchase Order, PO considered by Supplier to be not consistent with the Binding Primary Commitment portion of a forecast or Supplier’s acknowledgement thereof (either printed's obligations under Sections 2.3, stamped2.4 or 2.5 below. In any event, typed or written), if any, GWI shall be applicable issue POs to the purchase if any of the foregoing is Supplier not less [*] specified in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementPO. [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Purchase Orders. Upon the Effective Date and Customer shall order Products during the Term., CUSTOMER shall provide Supplier with term of this Master Agreement pursuant to one or more purchase orders (each a “Purchase Order”). All Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall issued by Customer will be subject to approval and acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts may accept a Purchase Order by written acknowledgement (an “Order Acceptance”) or by commencement of performance. If Supplier rejects a Purchase Order, Supplier will notify Customer of such rejections by issuing an email or other writing within two (2) business days after receipt of the applicable Purchase Order. If Supplier fails to provide written notice to CUSTOMER of any rejection of reject a CUSTOMER Purchase Order within […***…] such two (2) business day period after receipt of Supplier’s receipt thereof but in no event greater than […***…]such Purchase Order, and then such Purchase Order shall be deemed accepted by Supplier. Customer shall only be obligated to pay for Products where Customer has issued a Purchase Order and Supplier if no has accepted such rejection notice is provided to CUSTOMER prior Purchase Order pursuant to the expiration terms of this Section 2. No terms or conditions contained in any Purchase Order, Order Acceptance, or in any “shrinkwrap” or specialty terms that may accompany any Products shall be binding on the Parties unless such […***…]terms or conditions are either (a) separately agreed to in writing by the Parties; or (b) already set forth in this Master Agreement. In the event of a any conflict between the pricing in an accepted terms of this Master Agreement (which shall include the terms of any Exhibit or attachment hereto) and any Purchase Order, the order of precedence shall be: (a) this Master Agreement; and (b) the applicable Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed provided that each such Purchase Order shall control only with respect to such individual Purchase Order). The Parties acknowledge and agree that Purchase Orders may be governed issued and approved by the provisions of this Agreement Parties from time to time and that none of the provisions of a Purchase Orderthat, or Supplier’s acknowledgement thereof (either printedunless otherwise specifically provided herein, stamped, typed or written), if any, shall be applicable to Customer does not guarantee the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making minimum quantity of delivery with respect thereto shall in no case be construed as an amendment any Product and is not obligated to this Agreementsubmit any Purchase Orders.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) The Customer shall submit to the quantity and part number Supplier written standard form purchase orders (each, a “Purchase Order”) for each order placed by the Customer with respect to the Products required by the Customer for certain calendar quarter. Any Purchase Order provided by the Customer shall not contradict the selection of Products being ordered; (b) or the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the ProductsTerritory by Customer under this Agreement. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not submitted as soon as possible after the submission of the Two-year Forecast for the relevant calendar quarter and specify the quantity of the Products to be unreasonably withheld or delayed. purchased for such calendar quarter and the requested delivery date (the “Delivery Date”) of such Products, provided that the Delivery Date shall be a date at least eight (8) months after the date of the relevant Purchase Order. (b) The Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of confirm or reject any rejection of a CUSTOMER Purchase Order within […***…] twenty (20) days after the receipt of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Order. The Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted may only reject any Purchase Order if the terms and conditions (including the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict pricing) are inconsistent with this Agreement. A general or standard acknowledgment If the quantity of the Products to be purchased in such Purchase Order is more than [***] and less than [***] of the anticipated required quantities that the Customer needs for the relevant calendar quarter as indicated by the Two-year Forecast, the Customer and the Supplier shall negotiate in good faith to agree on the quantity of the Products for at least ten (10) days before the Supplier rejects the relevant Purchase Order. Upon the Supplier's acknowledgement and confirmation of any Purchase Order, the Customer shall be bound to purchase and the Supplier shall be bound to supply and deliver the quantity of the Products as specified in such order Purchase Order. The terms and conditions of this Agreement shall be controlling over any inconsistent terms or the making of delivery with respect thereto conditions included in any Purchase Order, sales acknowledgment, invoice or other document, which inconsistent terms shall in no case be construed as an amendment to this Agreementnull and void.

Purchase Orders. Upon the Effective Date and 3.1 Notwithstanding that a Purchase Order may not refer to this Agreement, any Purchase Order for Equipment and/or Services issued during the Term.Term shall be deemed to have been issued pursuant to this Agreement and shall be governed by the terms and conditions of this Agreement unless the parties expressly agree to the contrary in writing. Except for non-conflicting administrative terms as provided below, CUSTOMER any additional or preprinted terms or conditions on any Purchase Order (or on any notice from Seller accepting a Purchase Order) shall provide Supplier with Purchase Orders for Productsbe null, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Productsvoid and of no effect. Each Purchase Order shall specify: : 3.1.1 a description of the ordered Equipment (aas set forth in Annex 1) and/or any Services (as set forth in Annex 2) including any cross-reference to the quantity Prices set forth in Supplement 1; 3.1.2 the Initial Delivery Location or Installation Site, as the case may be, for the Equipment; 3.1.3 the Prices for the ordered Equipment and/or Services as set forth in Supplement 1 (or, if not set forth in Supplement 1, as quoted by Seller from time to time); 3.1.4 the Project Schedule or Project Plan (or a proposal for either), as the case may be; 3.1.5 other appropriate information as may be required by Seller to fill the Purchase Order (including, without limitation, Buyer's floor plan and part number frequency plan), provided that prior to Buyer's issuance of Products being orderedsuch Purchase Order, Seller has notified Buyer of Seller's need for such information; (b) and 3.1.6 the location to which the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each invoice shall be rendered for payment. 3.2 Any Purchase Order shall be subject to acceptance issued by Supplier, such acceptance Buyer and not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order rejected in writing within […***…] of Supplier’s ten business days after receipt thereof but in no event greater than […***…], and such Purchase Order by Seller shall be deemed accepted by Supplier if no Seller. On the last business day of each week during the Term, Buyer shall provide to Seller a summary of all Purchase Orders submitted to Seller during such rejection notice is provided to CUSTOMER prior to week (each, a "Summary"). For the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions purposes of this Agreement and that none Section 3.2, "receipt" by Seller shall mean the earlier of (a) Seller's receipt of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printedb) Seller's receipt of a Summary that includes such Purchase Order. Buyer shall not be obligated to provide a Summary for any week during which Buyer does not issue any Purchase Orders. 3.3 Seller shall not reject any Purchase Order for Hardware solely on the basis of Seller's inability to comply with Buyer's proposed dates for shipment of such Hardware (from Seller's facility to the Initial Delivery Location) unless the proposed dates for shipment of such Hardware are inconsistent with the Intervals set forth in Section 6.9.1 or (a) the sum of (i) the units of Hardware set forth in such Purchase Order for shipment during any Forecast Period, stamped, typed or written)plus (ii) the units of Hardware that have a Ship Date during such Forecast Period and are set forth in Purchase Orders, if any, shall be applicable to the purchase if any previously accepted by Seller; is greater than (b) 110% of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any Forecast for such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementForecast Period.

Purchase Orders. Upon For each specified quantity of the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based ▇▇▇▇▇▇ BVBA and Rogers, as applicable (each, an “Ordering Party”) shall deliver to Induflex a purchase order. Whether or not expressly referenced in such purchase order, all sales of Product from Induflex hereunder shall be subject to ▇▇▇▇▇▇’ Belgian Terms and Conditions of Purchase, set forth as Exhibit A and/or Exhibit B hereto, unless otherwise agreed in writing by the Parties, or unless otherwise expressly set forth in this Agreement. The provisions of said Exhibit A and/or Exhibit B shall be incorporated into this Agreement as though expressly set forth herein. The Ordering Party shall reference this Agreement on each purchase order, and shall specify the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specifyfollowing information: (a) the quantity and part number of Products being ordered; purchase order number, (b) the applicable price; quantity of Products desired, (c) the requested locations to which the Products are to be delivered, (e) whether delivery date; of the Products will be made in one shipment or in installments, and (d) the dates for delivery destinationfor the one shipment or each installment. No terms or conditions included in any purchase order, acknowledgement or other transmittal, whether on a standard business form or otherwise utilized by an Ordering Party or Induflex in connection with the sale of the Products, which are in conflict with any provision of this Agreement, Exhibit A or Exhibit B hereto shall be valid; nor shall any such terms or conditions shall be construed or deemed to be an amendment of or supplement to this Agreement or otherwise binding on such Ordering Party or Induflex. Within ten (10) business days of receipt of any purchase order, Induflex shall confirm acceptance of the purchase order, unless either (a) a term of the purchase order, not provided in this Agreement or in Exhibit A hereto, is not reasonably acceptable to Induflex, in which case, within such time period, Induflex shall notify the Ordering Party of the reason therefor, and, if possible, shall offer to accept the purchase order without that term; or (eb) any special shipping instructions regarding Induflex has insufficient quantities of the Products. Each Purchase Order Products available, in which case Induflex shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written a notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order the Ordering Party within […***…] of Supplier’s receipt thereof but in no event greater than […***…], such time period stating same and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided modifying the purchase order to CUSTOMER prior to reflect the expiration of such […***…]quantity which Induflex can provide. In the event of a conflict between that Induflex fails to either accept or reject (to the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes extent permitted herein) any purchase order within said ten (the quoted price)10) days, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order purchase order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementdeemed accepted.

Purchase Orders. Upon 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 Effective Date 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 during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within date(s) specified in the Lead Time for the applicable Products. Each Purchase Order or as otherwise agreed in writing by the 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 specify: (a) be made at Supplier's sole expense and risk of loss. Supplier acknowledges that time is of the quantity essence with respect to Supplier's obligations hereunder and part number the timely delivery of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Unless Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of rejects a CUSTOMER Purchase Order within […***…] five (5) days of Supplier’s receipt thereof but in no event greater than […***…]receipt, and such Purchase Order Supplier shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior supply Purchaser with Products according to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order quantity term and the pricing delivery conditions set forth on in the Purchase Order. To the extent the Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of timely rejects a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, neither the Supplier nor the Purchaser shall be applicable to the purchase if any in default of the foregoing is in addition to or in conflict with this Agreement. A general If the Supplier delivers more or standard acknowledgment less than the quantity of Product ordered, and if the Purchaser does not reject the Products and instead accepts the delivery of the Products at the increased or reduced quantity, the Price for the Products shall be adjusted on a pro-rata basis based on the contract price. If the Supplier delivered more than the quantity of Product ordered, the Purchaser may only reject that portion of the 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 not to rejections for any other reasons. If the Supplier delivered less than the quantity of Product ordered, the Purchaser may make demand for the additional undelivered Product and the Supplier shall make such order or reasonable effort to deliver the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementadditional Product.

Purchase Orders. Upon (a) In order to be effective, all orders by the Effective Date Owner for Additional Products and during Services will be made by the Term.Owner via Purchase Orders pursuant to the process described in Exhibit K, CUSTOMER shall provide Supplier which such Exhibit K may be amended from time to time by the mutual agreement of the Parties (provided that fully executed Change Orders approved by the Owner prior to May 8, 1998 will remain valid); provided that with respect to BTS(s), Growth Cabinets and all associated Equipment and Software the Vendor's delivery to the FOB Point will be no more than seventy five (75) days after the date of receipt of such Purchase Order, unless the Purchase Order as submitted by the Owner specifies a longer period. Purchase Orders for ProductsMSC(s) will specify the type and quantity of MSC(s) to be delivered by the Vendor to the Designated Switch Site(s) and will be accompanied by an Approved CIQ(s); provided that, based on notwithstanding the Lead Time Vendor's failure to accept, approve or return the applicable CIQ, the Vendor's delivery to such Designated Switch Sites will be no more than one hundred five (105) days from the date of receipt of the applicable Purchase Order for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable ProductsMSC(s). Each Purchase Order shall specifywill be submitted to the Vendor at Lucent Technologies Inc., Attention: D▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 2▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; Telephone: (a▇▇▇) ▇▇▇-▇▇▇▇; Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇, or any other designated location of the quantity Vendor in the continental United States designated to the Owner in writing by the Vendor from time to time, and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall will be subject to acceptance the acknowledgement by Supplier, such acceptance not the Vendor in writing to be unreasonably withheld or delayedthe designated authorized representative of the Owner within five (5) Business Days of receipt of Purchase Orders. Supplier shall make commercially reasonable efforts Failure of the Vendor to provide written notice acknowledge to CUSTOMER the Owner in writing receipt of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each render any such Purchase Order shall be governed by acknowledged. To the provisions extent that the Vendor is actually aware that any Purchase Order in any way contradicts or is not otherwise in conformance with the terms of this Agreement and that none of Contract, the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable Vendor agrees to promptly notify the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment Owner of any such order contradiction or non-conformance as soon as possible upon becoming actually aware of such contradiction or non-conformance so that the making Owner will have a reasonable opportunity to correct any such contradiction or non-conformance and, furthermore, to the extent reasonable under the circumstances the Vendor will endeavor to fulfill any such non-conforming Purchase Order ignoring any such non-conformity unless the Owner, after notification from the Vendor, will have expressly refused to accept the fulfillment of delivery such Purchase Order with any such correcting modification. (b) Except with respect thereto shall to the first Forecast (and the next succeeding Forecast immediately following the first Forecast), in no case event will the Vendor be construed as required to accept an amendment amount in any given month of a Forecast which is greater than one hundred -fifty percent (150%) of the average amount forecasted by the Owner for the three months immediately preceding the subject month. (c) The Vendor will reasonably cooperate with the Owner, and/or any Person designated by the Owner for such purpose, (i) to utilize UPC stock control numbering and other bar-coding requirements relating to inventory processes and systems, and (ii) to develop processes and systems that will maximize delivery logistics. Metric targets will be defined by the mutual good faith agreement of the Parties for acceptable stock out percentages, delivery times and total logistics costs. (d) Unless the Parties otherwise expressly agree in writing, each Purchase Order will be deemed to incorporate by reference all of the terms and conditions of this AgreementContract. Should the terms of any Purchase Order conflict with the terms of this Contract, the terms of this Contract will govern unless the Parties expressly agree in writing (signed by a duly authorized representative of both Parties) to the contrary. This Contract will continue to apply to a Purchase Order pursuant to the terms of this Contract until all obligations herein and thereunder are performed.

Purchase Orders. Upon Customer shall place written orders ("Purchase Orders") for units of DigiColor2 Chips in accordance with the Effective Date terms and during conditions of this Agreement. Without limitation to the Term.obligation of Oasis to sell to Customer hereunder, CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number orders will be effective upon acceptance thereof by delivery of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by SupplierOasis' order acknowledgement, such acceptance not to be unreasonably withheld or delayedwithheld. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase The Oasis Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Acknowledgement will assign re-scheduled delivery dates for all quantities that can not be met by Oasis from the customer's requested delivery dates. Each Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to incorporate the expiration terms and conditions of such […***…]this Agreement. In the event of a conflict between the pricing in an accepted All Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order Orders shall be governed exclusively by the provisions terms and conditions of this Agreement Agreement, and that none of the any terms or provisions of a on Customer's Purchase OrderOrder forms, or Supplier’s acknowledgement on any of Oasis' acknowledgments thereof that are inconsistent with those contained in this Agreement shall have no force or effect whatsoever as between the parties hereto. Neither Oasis' commencement of performance nor delivery shall be deemed or construed as acceptance of Customer's additional or different terms and conditions; and Customer's acceptance of delivery shall not be deemed or construed as acceptance of Oasis' additional or different terms and conditions. Purchase Orders may be sent by facsimile transmission or other electronic media approved by Customer and Oasis and shall specify: (either printeda) that the Purchase Order is being placed under this Agreement, stamped(b) Customer's Purchase Order number, typed or written)(c) product number and description, (d) ordered quantities, (e) purchase price; (f) tax status, including exemption certificate number, if applicable, (g) customer requested delivery dates, (h) preferred shipping method, if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementand (i) "▇▇▇▇ to" and "ship to" addresses.

Purchase Orders. Upon A. Within [***] of Catalent’s confirmation of acceptance of the Effective Date Rolling Forecast, Client shall submit a binding, non-cancelable, written or electronic purchase order (each, a “Purchase Order”) for the quantities of Product in the Firm Commitment (excluding any quantities that were included in a prior, accepted Purchase Order). The Purchase Order shall specify the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term., CUSTOMER shall provide Supplier with requested delivery date for each Batch. Client may submit Purchase Orders for Productsquantities of Product in excess of the Firm Commitment, based on and Catalent may accept or reject such Purchase Orders in its sole discretion. Purchase Orders for quantities of Product in excess of the Lead Time for Firm Commitment shall be submitted by Client at least [***] in advance of the first Processing Date. B. Promptly following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (each, an “Acknowledgement”) that it accepts or rejects such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable ProductsPurchase Order. Each Acknowledgement accepting a Purchase Order shall specify: (a) provide an estimated delivery schedule for the quantity Product. The Parties shall meet and part number discuss in good faith any necessary adjustments to the estimated delivery schedule. For avoidance of Products being ordered; (b) doubt, it shall not be considered a breach of this Agreement if Catalent does not deliver Product in strict accordance with the applicable price; (c) the requested estimated delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Productsschedule. Each Purchase Order Catalent shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make use commercially reasonable efforts to provide written notice Client with the number of Batches contained in the applicable Purchase Order. If Catalent is unable to CUSTOMER deliver Product in accordance with the estimated delivery schedule, Catalent shall notify Client promptly upon discovery of its inability to meet the estimated delivery schedule and the parties shall work in good faith to resolve any rejection of a CUSTOMER issues. Catalent may reject any Purchase Order within in excess of the Firm Commitment or not given in accordance with this Agreement. Notwithstanding anything in this Section 4.3(B) to the contrary, Catalent shall use commercially reasonable efforts to supply Client with quantities of Product set forth in a Purchase Order that are up to […***…] in excess of Supplierthe quantities specified in the Firm Commitment, subject to Catalent’s receipt thereof but in no event greater than other supply commitments and available production capacity. Catalent shall issue an Acknowledgement within […***…], and such ] of its receipt of a Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. Order. C. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementcontrol.

Purchase Orders. Upon the Effective Date and during the Term.Distributor shall issue all purchase orders (“Purchase Order(s)”) to Seller in written form in such a manner as prescribed by Seller. By placing an order, CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation Distributor makes an offer to purchase such Products from Supplier within Goods under the Lead Time for terms and conditions of this Agreement and the applicable Products. Each following commercial terms listed in the purchase order (“Purchase Order shall specifyTransaction Terms”), and on no other terms: (a) a clear description of the quantity and part number of Products being orderedGoods to be purchased; (b) the applicable pricequantity of each of the Goods ordered; and (c) the requested desired delivery date; (d) . Except as regards to the delivery destination; andPurchase Order Transaction Terms, (e) any special shipping instructions regarding the Products. Each variations made to any terms and/or conditions of this Agreement by Distributor in any Purchase Order shall be subject void and shall have no effect on the provisions or enforcement of this Agreement. Seller may charge Distributor its then standard small order handling charge for any Purchase Order requiring Seller to acceptance by Suppliership Goods in less than its standard box-lot quantities. Except as otherwise set forth herein, such acceptance not Distributor shall submit to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts Seller a non-refundable payment equal to provide written notice to CUSTOMER 50% of any rejection of a CUSTOMER Purchase Order that is accepted by Seller within […***…] three (3) business days of Supplier’s receipt thereof but in no event greater than […***…], and receiving acceptance of such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]Seller. In the event of a conflict between the pricing in an accepted Purchase Order is cancelled by the Distributor after acceptance by the Seller, then any payments made hereunder shall be retained by the Seller and only a the pricing set forth on Supplier quotes (pro-rata portion of the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order equal to the payment amount shall be governed delivered; provided that no Purchase Order for White Label Goods shall be cancellable. “White Label Goods” shall mean any products that have been rebranded or repackaged to appear as if it had been made by a third-party other than Seller. In the provisions of this Agreement and that none event such payment is not received by Seller within three (3) business days of the provisions acceptance of a Distributor’s Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall then said Purchase Order will be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementdeemed canceled.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) CUSTOMER will issue to SANMINA specific Orders for Product covered by this Agreement. Each Order shall be in the quantity form of a written or electronic communication and shall contain the following information: (i) the part number of Products being orderedthe Product; (ii) the quantity of the Product; (iii) the delivery date or shipping schedule; (iv) the location to which the Product is to be shipped; and (v) transportation instructions. Each Order shall contain a number for billing purposes, and may include other instructions and terms (provided that such terms do not conflict with this Agreement) as may be appropriate under the circumstances. (b) All Orders shall be confirmed by SANMINA within [**] business days of receipt. Subject to Section 3.3 above, SANMINA shall accept all Orders that meet the applicable price; order information requirements as stated in subsection 4.1(a) above, provided (ci) that the requested delivery date; Orders are within the forecasted Product quantities, (dii) CUSTOMER is not in material default or breach of the Agreement and (iii) the delivery destination; andschedule is not less than the quoted lead-times set forth in Exhibit A for a Product. If SANMINA believes a condition exists whereby it may reject an Order, (e) SANMINA will provide a written response detailing the condition and agrees to work with CUSTOMER to allow a correction of the Order so that an accepted order can be confirmed. SANMINA agrees that orders may be placed under this Agreement by CUSTOMER and/or any special shipping instructions regarding the Products. Each Purchase Order shall be of its Affiliates or contract manufacturers that are identified in advance by CUSTOMER and which have been authorized by CUSTOMER and which are subject to acceptance by Supplier, such acceptance the CUSTOMER guarantee in Section 3.5 above. If SANMINA does not to be unreasonably withheld accept or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase reject the Order within the […***…] of Supplier’s receipt thereof but in no event greater than […***…]day period, and such Purchase the Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]SANMINA. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing delivery schedule set forth on Supplier quotes (in a proposed Order is less than the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of lead-times set forth in Exhibit A for a Purchase Orderproduct, or Supplier’s acknowledgement thereof (either printed, stamped, typed SANMINA finds the schedule or written), if any, shall Order to be applicable unacceptable due to the purchase if any of the foregoing is in addition to or in conflict some other noncompliance with this Agreement. A general or standard acknowledgment of any such order or , the making of delivery with respect thereto Parties shall negotiate in no case be construed as an amendment good faith to this Agreementresolve the disputed matter(s).

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number All purchases of Products being ordered; or Services shall be made by means of orders (each, a "Purchase Order", such term to include any changes made to the Purchase Order pursuant to the terms of this Agreement, including the Change Order process set forth in Schedule J) issued and executed by Diveo or any of Diveo's Affiliates to Lucent (or Lucent's applicable Affiliate, in the case of Services to be performed in one of the countries forming part of the Territory) from time to time pursuant to this Section and Schedule J. Diveo will not be liable to Lucent for any charges, additional or otherwise, for Products or Services provided by Lucent unless set forth in a Purchase Order, or otherwise mutually agreed upon by the Parties in writing. (b) Lucent agrees to provide and deliver, and Diveo agrees to purchase according to the applicable priceterms of this Agreement, including the Purchase Order and Change Order Process and lead times set forth in Schedule J: (i) Any Product or Service listed in a Schedule hereto that is specified by Diveo in a Purchase Order that conforms to Subsection (f) of this Section; and (ii) Any other Product or Service specified by Diveo in a Purchase Order that conforms to Subsection (f) of this Section and is accepted or is deemed to be accepted by Lucent in accordance with Subsection (d) below. (c) Schedule J contains Purchase Order processes that the requested delivery dateParties will utilize in connection with the issuance of Purchase Orders. Part of this process includes Purchase Order Initiation Forms (POIFs). (i) Within five (5) Business Days after Lucent's receipt of a POIF, which Diveo may present in connection with the potential supply of Third Party Content to be provided on a cost plus basis or other Products and Services (including those to be provided by Lucent) for which no price is specified in Schedule C, Lucent shall acknowledge its receipt of such POIF and shall provide Diveo with its preliminary feedback regarding the subject matter thereof. (ii) As soon as practicable, but in any event within fifteen (15) business days after Lucent's receipt of the POIF, Lucent shall, to the extent applicable, identify for Diveo's approval: (1) the proposed third party suppliers, (2) their associated price quotations, (3) any other proposed terms relating to the purchase of such Products or Services from such third parties, and, (4) in the case of Products or Services to be provided by Lucent, the proposed Lucent price (subject to and in accordance with the pricing set forth in this Agreement). -------------------------------------------------------------------------------- Master Supply Agreement 3 Diveo / Lucent Confidential (iii) If Lucent fails to comply with its obligations as specified in this Subsection (c), but Diveo nevertheless proceeds to order the related Third Party Content through Lucent, Lucent shall only be entitled to an 8% markup on such Third Party Content (i.e., Lucent shall not be eligible for the full 20% markup that it otherwise might have been able to earn with respect to such purchase as provided in Schedule C); provided that nothing in this provision shall be deemed to limit Lucent's otherwise applicable obligations with respect to such Third Party Content. (d) To the delivery destination; and, (e) extent that any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection is either consistent with (i) the requirements of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but City Plan approved by Lucent or (ii) Lucent's ordering lead times set forth in no event greater than […***…]Schedule J for the Products and Services identified therein, and then Lucent may not reject such Purchase Order and shall be deemed to have accepted a Purchase Order on the first business day immediately following receipt of such Purchase Order. Otherwise, Lucent shall be deemed to have accepted a Purchase Order by Supplier close of business of the tenth (10th) business day following receipt of such Purchase Order if no such Lucent has not notified Diveo in writing of its rejection notice is provided of the Purchase Order pursuant to CUSTOMER Section 19.3 prior to the expiration of such […***…]time. In the event of a conflict between disaster declared by Diveo, Lucent will use commercially reasonable efforts to expedite the pricing in an accepted acceptance of any Purchase Orders that are submitted by Diveo as a means of mitigating the adverse effects to Diveo of such disaster; provided, however, that the terms and conditions of Section 3.3(c) shall not apply to such Purchase Order. (e) Estimates or forecasts furnished by Diveo to Lucent shall not constitute Purchase Orders or commitments for purchases. (f) Purchase Orders placed under this Agreement may be made by means of mail or fax pursuant to Section 19.3, Diveo's extranet ordering system, or such other mutually agreed upon methods (e.g., electronic data interchange). No Purchase Order or other ordering document which would otherwise modify or supplement this Agreement or any Schedule shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by either Party) are hereby objected to and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall controldeemed material. Furthermore, it is agreed that each such Each Purchase Order shall be governed by contain the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is information set forth in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreement.Schedule J.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) In connection with the quantity Agreement Date and part number thereafter not later than ten (10) Business Days prior the first date of Products being ordered; (b) each calendar month, Seller will provide to Buyer a draft Purchase Order from Buyer for the New Systems that Seller expects will be Delivered in the applicable price; calendar month. So long as no Seller Default has occurred and is continuing hereunder, Buyer will, within five (c5) the requested delivery date; (d) the delivery destination; andBusiness Days of such notice, (e) any special shipping instructions regarding the Products. Each submit to Seller an executed Purchase Order for such New Systems. So long as no Buyer Default has occurred and is continuing hereunder, Seller shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that 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 governed obligated to deliver such New System under such Purchase Order as contemplated by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Parties acknowledge and agree that, unless mutually agreed in writing by the Parties, in no event shall the Aggregate Purchase Price exceed the Maximum Aggregate Southern Portfolio Purchase Price. Accordingly, in furtherance and not in limitation of the foregoing, Seller shall not provide Buyer with a Payment Notice for, and Buyer shall have no obligation to issue a Purchase Order or otherwise pay any portion of the Purchase Price in connection with, any New System(s) which, upon Commissioning with respect to such New System(s), would result (or be reasonably likely to result) in the Aggregate Purchase Price exceeding the Maximum Aggregate Southern Portfolio Purchase Price, unless mutually agreed in writing by the Parties.

Purchase Orders. Upon the Effective Date and 7.1 EMC shall submit a written purchase order for all Product(s) ordered from NEI. EMC shall, during the Term.first week of every month, CUSTOMER provide NEI with a rolling, [**]-day Purchase Order, cancelable and reschedulable only as provided in Exhibit A. Purchase orders shall provide Supplier with Purchase Orders for specify EMC's part numbers, Product(s) model numbers, quantity ordered, shipping destination, carrier, and shipment dates. NEI shall acknowledge in writing to EMC its receipt and acceptance or rejection of such purchase order within [**] (Business Days of NEI's receipt of each purchase order. NEI's acceptance shall neither change nor add to the provisions of this Agreement. For quantities of Products, based on as listed in Exhibit C, that are within EMC's forecasts, NEI shall accept such purchase orders at lead-time, provided such purchase orders comply with the Lead Time for such Products, which terms of this Agreement. NEI shall create establish a binding obligation supply line that results in sufficient material being available to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) support the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each dates in EMC's Rolling [**] day Purchase Order shall be subject to acceptance by SupplierPurchase Order(s), such acceptance plus upside orders, as described in Exhibit A. If, within [**] Business Days from NEI's receipt of a purchase order, EMC does not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide receive written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…]from NEI rejecting the purchase order and specifying the reasons for such rejection, and such Purchase Order the purchase order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]NEI. In the event of a conflict between the pricing in an accepted Purchase Order provisions of this Agreement and the pricing set forth on Supplier quotes (the quoted price)terms and conditions of EMC's purchase order, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of shall prevail. Any additional terms contained in EMC's purchase orders or NEI's order acknowledgements shall not be binding unless accepted by the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is other party in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementwriting.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER (a) The Client shall provide Supplier ALMAC with Purchase Orders not less than [**] days prior to the required delivery date for ProductsProduct to be provided as bulk tablets and [**] days prior to the required delivery date for Product to be provided as packaged tablets. Upon receipt of the Purchase Orders, based on ALMAC shall review and confirm in writing acceptance or otherwise of the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number within [**] days from receipt. Any rejection of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each a Purchase Order shall be subject accompanied with a written explanation of the grounds for rejection. (b) Specific arrangements for the volume and timing of supply of the Products may be agreed in advance in writing between the Parties from time to acceptance time, including (without prejudice to the generality of the foregoing) arrangements to deal with promotional activity being conducted by Supplierthe Client, at its own expense, in respect of the Products. Any additional costs to support such acceptance arrangements will be agreed in advance with the Client. (c) Subject to the supply of Free Issue Materials by the Client, ALMAC shall at all times use all reasonable endeavours to supply and to ensure that it is able at all times to fulfil Purchase Orders for Products on time that are reasonably placed upon it by the Client. The Client shall use all reasonable endeavours when placing Purchase Orders with ALMAC to ensure that the Purchase Orders correspond with the anticipated requirements set out in the forecasts referred to in Sections 3.1 and/or 3.2 above. (d) In the event that the Client fails to deliver Free Issue Materials to ALMAC in not less the [**] days for Product to be unreasonably withheld or delayed. Supplier provided as bulk tablets and one hundred and in not less than [**] days for Product to be provided as packaged tablets prior to the required date of supply of Products (pursuant to Section 2.2 (b) above), both Parties shall make discuss the revised timelines for delivery of the Product and ALMAC shall use commercially reasonable efforts to provide written notice supply the Product within the revised timelines. In the event that a Purchase Order is rescheduled or cancelled pursuant to CUSTOMER this Section 3.3(d) any reasonable substantiated costs incurred by ALMAC due to loss or delay in manufacture, shall be charged to the account of the Client. (e) If for any reason ALMAC believes that it is or is likely to be unable to fulfil all or any part of any rejection Purchase Order made by the Client for the Products, it shall promptly inform the Client in writing of this belief. Under the terms of this Section 3.3(e), if ALMAC is unable to fulfil a CUSTOMER Purchase Order within […***…] days of Supplier’s receipt thereof but in no event greater than […***…]the scheduled delivery date, and the Client will meet with ALMAC to reschedule the delivery date for such Purchase Order shall be deemed accepted by Supplier if no and ALMAC will use all reasonable endeavours to reschedule such rejection notice is provided to CUSTOMER prior to date and deliver in accordance with the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementsame.

Purchase Orders. Upon Sientra shall submit orders for the Effective Date Products to Lubrizol in a manner and during form agreed to by the Term.Parties which shall, CUSTOMER shall provide Supplier at a minimum, set forth the Products (by specific SKUs), quantities, price, delivery dates (so long as such delivery date is consistent with the delivery schedule for such Products agreed to by the Parties for the delivery of Products prior to the date of this Agreement, or as otherwise may be agreed to in writing by the Parties), shipping address and shipping instructions for all Products ordered, in accordance with any applicable terms relating thereto set forth on Appendix A or as may be agreed to in writing by the Parties (“Purchase Orders”). Purchase Orders for Productsmay be issued on an open-end “blanket” basis, based on the Lead Time for such Productsreasonably acceptable to, and approved (which approval shall create not be unreasonably withheld, conditioned or delayed) in writing by, Supplier, with periodic drawdowns (which drawdowns shall also be deemed to be a binding obligation to purchase such Products from Supplier “Purchase Order” under this Agreement). Purchase Orders may be submitted electronically. Lubrizol shall accept or reject each Purchase Order submitted by Sientra within the Lead Time for the applicable Productsten (10) days of receipt. Each Purchase Order accepted by Lubrizol shall specify: (a) give rise to a binding contract between the quantity Parties for the manufacture and part number sale of the Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order ordered and shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], the terms and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions conditions of this Agreement which shall govern and that none of the provisions of supersede any additional or contrary terms set forth by Sientra or Lubrizol in a Purchase Order, draw down, acceptance, confirmation, invoice or Supplier’s acknowledgement thereof (either printedother document. Unless agreed to in writing signed by both Parties, stamped, typed any terms and conditions additional to or written), if any, different from this Agreement shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementnull and void.

Purchase Orders. Upon A. From time to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the Effective Date number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term.requested delivery date for each Batch (“Purchase Order”). Concurrently with the submission of each Rolling Forecast, CUSTOMER Client shall provide Supplier with submit a Purchase Order for the Firm Commitment. Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number quantities of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order Product […***…] shall be subject to acceptance submitted by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within Client at least […***…] of Supplier’s receipt thereof but the delivery date requested in the Purchase Order. B. Promptly and in no event greater more than five (5) calendar days following receipt of a Purchase Order, Catalent shall issue to Client a written acknowledgement (“Acknowledgement”) of its receipt of such Purchase Order. Each Acknowledgement shall indicate whether Catalent accepts or rejects the applicable Purchase Order. Catalent may reject a Purchase Order only if such Purchase Order has not been delivered in accordance with the terms and conditions of this Agreement and Catalent has contacted Client regarding the issue prior to rejection of such Purchase Order. Including Section 4.3.A. above, and in such event, the Acknowledgement for such Purchase Order shall set forth the basis for Catalent’s rejection. In the event a Purchase Order is accepted, the Acknowledgment shall either confirm the delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery date, and shall include the Processing Date. Catalent shall modify the delivery date as mutually agreed by the parties of any Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement. C. Notwithstanding Section 4.3(B), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to […***…] in excess of the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. During […***…] […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided the parties agree that they will work together in good faith to CUSTOMER prior to the expiration of such […***…]. manage Product demand. D. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementcontrol.

Purchase Orders. Upon (a) Imation will, and will cause each of its Subsidiaries to, order Products by submitting purchase orders for each forecasted week of the Effective Date and during the Term.Purchase Month (each, CUSTOMER shall provide Supplier with a “Purchase Orders for Products, based on the Lead Time for Order”) to TDK no later than two (2) weeks in advance of such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Productsforecasted week. Each Purchase Order shall specify: (a) will specify the type and quantity and part number of Products being ordered; (b) the applicable price; (c) to be purchased and the requested delivery date; shipment dates. After receiving a Purchase Order, TDK will issue a confirmation to such Purchase Order (deach, a “Purchase Order Confirmation”) the delivery destination; and, no later than five (e5) any special shipping instructions regarding the Productsdays in advance of such forecasted week. Each Purchase Order Confirmation will: (i) confirm the shipment date requested by Imation or its Subsidiary, as the case may be, or an earlier shipment date or, to the extent TDK is unable to ship by the shipment date requested by Imation or its Subsidiary, as the case may be, and subject TDK’s obligations in Section 4.6, specify the earliest date on which TDK is able to ship; and (ii) confirm the quantities requested by Imation or its Subsidiary, as the case may be, or, if TDK is unable to supply the quantities requested by Imation or its Subsidiary, as the case may be, and subject TDK’s obligations in Section 4.6, specify the quantities which TDK is able to supply. TDK will use commercially reasonable efforts based on lead time and other factors to ship by the shipment date requested by Imation or its Subsidiary, as the case may be; provided, that if TDK fails to ship any Products in accordance with TDK’s minimum supply commitment as set forth in Section 4.1(c) and such failure is not due in whole or in part to Imation or its Subsidiaries, including as a consequence of a Supply Constraint Situation pursuant to Section 4.6, the price for such Products shall be subject to acceptance by Supplierthe lower of (i) the price of such Products on the relevant Purchase Order date, and (ii) the price of such acceptance not to be unreasonably withheld or delayedProducts applicable on the date such Products are actually shipped. Supplier shall make In addition, TDK will use commercially reasonable efforts to provide written notice supply any quantities specified in a Purchase Order that are in excess of TDK’s minimum supply commitment for the relevant week as set forth in Section 4.1(c). Once issued, a Purchase Order Confirmation will be binding upon both parties except as provided in Section 4.4. (b) Except as otherwise agreed in writing by Imation and TDK, all sales of Products shall be governed by the terms of this Agreement and such terms shall not be varied or supplemented by any terms contained in any Purchase Order or Purchase Order Confirmation or by any course of dealings between TDK and Imation or any of its Subsidiaries with respect to CUSTOMER supply and purchase of Products hereunder. Any Purchase Order from any rejection of Imation’s ** The appearance of a CUSTOMER Purchase Order within […***…] double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of Supplier’s receipt thereof but in no event greater than […***…], the Securities Exchange Act of 1934. Subsidiaries shall be deemed to be on behalf of Imation and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Ordernot create any obligation on, or Supplier’s acknowledgement thereof (either printedduty of, stamped, typed or written), if any, shall be applicable TDK to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementSubsidiary.

Purchase Orders. Upon A. From time to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the Effective Date number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term.requested delivery date for each Batch (each, CUSTOMER a “Purchase Order”). Concurrently with the submission of each Rolling Forecast, Client shall provide Supplier with submit a Purchase Order for the Firm Commitment. Purchase Orders for Products, based on quantities of Product in excess of the Lead Time for such Products, which Firm Commitment shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number be submitted by Client at least […***…] days in advance of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, date requested in the Purchase Order. B. Promptly (e) and in any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order event within […***…] days) following receipt of Supplier’s receipt thereof but a Purchase Order, Catalent shall issue a written acknowledgement (each, an “Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in no event greater than the Purchase Order or set forth a reasonable alternative delivery date, as agreed in advance with Client. Catalent may reject any Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement. C. Notwithstanding Section 4.3(B), Catalent shall accept Purchase Orders for quantities specified in the Firm Commitment, and shall use commercially reasonable efforts to supply Client with quantities of Product set forth in a Purchase Order which are up to […***…] percent ([…***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior %) (rounded up to the expiration nearest whole Batch) in excess of such […***…]. the quantities specified in the Firm Commitment subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementcontrol.

Purchase Orders. Upon Purchases under this Agreement shall be made with purchase orders (“Purchase Orders”) issued by Buyer, and Buyer shall be liable under this Agreement for no more than the Effective Date and during amount set forth in the Term.individual Purchase Orders, CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Productsunless otherwise agreed. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order All purchases made by Buyer shall be subject to this Agreement and the parties intend for the express terms and conditions contained in this Agreement (including any Attachments hereto) to exclusively govern and control each of the parties’ respective rights and obligations regarding the subject matter of this Agreement, and this Agreement is expressly limited to such terms and conditions. Without limitation of the foregoing, to the extent that any Purchase Order, confirmation, acceptance by Supplieror any similar document, contains terms that conflict with or are inconsistent with this Agreement, the terms of this Agreement shall govern, with exception to any pricing terms, payment terms, and delivery terms defined in such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order mutually agreed to in writing signed by both of the parties. Any attempt to modify, supersede, supplement or otherwise alter this Agreement, will not modify this Agreement or be binding on the parties unless such terms have been fully approved in a signed writing by authorized representatives of both parties. Material procurement will be based on price, lead-time, MOQ (minimum order quantity), EOQ (economic order quantity) and retention time, as mutually agreed. Selective components may have a separate written agreement between the parties to secure Material which have extended lead-time, require an MOQ or an advantageous EOQ. Buyer will approve in writing the procurement of Material in excess of that referred to in the Purchase Order and will be responsible for payment to Supplier for the Material that is not used, consumed, or otherwise accounted for in a usage report within […***…*] of Supplier’s receipt thereof but in no event greater than […***…]months after purchase, and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]unless otherwise agreed. In the case of such purchase, in the event of Material is stored to consume, Buyer shall receive a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none credit for any subsequent usage of the provisions of a Purchase OrderMaterial by Supplier. Material that is obsolete and inactive will be shipped to Buyer, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementunless otherwise agreed.

Purchase Orders. Upon 3.2.1 Unless the Parties otherwise agree in writing, all orders for Product placed hereunder shall be submitted to Zogenix according to the procedures described in Section 3.1 of this Agreement. Each Purchase Order for Product shall specify: (i) the type of Product being ordered (i.e., whether the Product is intended for trade or Samples and for what territory it is intended to be marketed (it being acknowledged by Endo that as of the Effective Date, the Facility is only packaging Finished Goods for sale and/or use in the United States and additional Manufacturing Support Costs shall apply to the extent Endo requests supply of Finished Goods for sale or use outside of the United States and the associated Costs therefor are not included in Actual COGS); (ii) the amount of such Product being requested (which shall be within the ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Purchase Volume Limitation and in even multiples of the Standard Batch Size unless otherwise agreed by Zogenix); and (iii) the requested Delivery Dates (which, unless otherwise agreed by Zogenix in writing, shall be between [***] after acceptance of the Purchase Order. 3.2.2 Each Purchase Order submitted by Endo and Accepted by Zogenix in accordance with the terms of this Agreement shall give rise to a contract for the purchase of Product under the terms set forth in this Agreement, to the exclusion of any additional or contrary terms set forth in any Purchase Order, invoice or other documentation exchanged between the Parties other than a signed written amendment of this Agreement. 3.2.3 Notwithstanding anything to the contrary herein, on the Effective Date of this Agreement: (i) Endo shall be deemed to have placed a Purchase Order for all of the Inventory of Finished Goods then being held by Zogenix that has at least [***] of Residual Shelf Life as of the Effective Date and during (ii) Zogenix shall have the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation right to purchase such Products from Supplier within the Lead Time submit an invoice to Endo for the applicable Productsvalue of such Inventory of Finished Goods that it delivers to Endo in one or more installments. Each Purchase Order shall specify: (a) the quantity Endo agrees to have its freight forwarder take delivery of such Inventory of Finished Goods from Zogenix's Sample fulfillment warehouse and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; andthird party logistics provider as soon as practicable, (e) and in any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplierevent, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] after receipt of Supplier’s receipt thereof but in no event greater than written notice from Zogenix that it is […***…]] and shall inspect, reject or accept and pay for such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to Finished Goods in accordance with the expiration terms and conditions of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreement.

Purchase Orders. Upon On or before the Effective Date and fifth (5th) business day of each [*] during the Term.term of this Agreement, CUSTOMER Radius shall provide Supplier give and place with ▇▇▇▇▇▇, on a rolling [*] basis, Purchase Orders for at least [*], and, during the Market Launch Phase, for at least [*], of the Demand forecasted for the Flexible Period that has then-become the Fixed Period. For clarity, Purchase Orders for less than the amount described in the preceding sentence shall not result in any obligation of Radius to compensate ▇▇▇▇▇▇ other than as set forth in Section 3.5(b) or Section 3.5(c), as applicable. Purchase Orders specifying the quantities of either the Cartridges and the Pens, or of the Finished Products, based on as applicable, and delivery date desired by Radius, shall be placed by Radius at least [*] prior thereto, for Cartridges and Pens, or [*] prior thereto for Finished Product, following approval of the Lead Time Forecast. The Demand for such Productsthe Fixed Period, which if in accordance with Section 3.5, shall create be deemed, subject to Section 3.5(e) below, to be ordered by a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order that does not need to be accepted by, and cannot be rejected by, ▇▇▇▇▇▇. Purchase Orders for Demand not in accordance with Section 3.5 shall specify: be confirmed or rejected by ▇▇▇▇▇▇, in its sole discretion, by notice in writing to Radius within ten (a10) business days of receipt of the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Productsrespective Purchase Order. Each If a Purchase Order shall be subject to acceptance is provided by Supplieran authorized representative of Radius, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], ▇▇▇▇▇▇ may fully rely thereon without independent investigation and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if anyand as confirmed by ▇▇▇▇▇▇, shall be applicable to valid for the purchase if any purpose of confirming quantities and Delivery Dates of either the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order Cartridges and the Pens, or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementFinished Products.

Purchase Orders. Upon A. Concurrently with the Effective Date submission of each Rolling Forecast, Palatin shall submit to Catalent a binding, non-cancelable purchase order for Product, specifying the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery datedate for each Batch (“Purchase Order”); (d) the delivery destination; andprovided, (e) any special shipping instructions regarding the Products. Each that each Purchase Order shall be subject for not less than the Firm Commitment (but only to the extent the Firm Commitment was not covered in a previous Purchase Order). Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Palatin at least [***] in advance of the delivery date requested in the Purchase Order. B. Within [***] after receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance by SupplierAcknowledgement shall either confirm the delivery date set out in the Purchase Order or provide a reasonable alternative delivery date (which, such acceptance in any event, shall be [***]), and shall include the Processing Date. Catalent may reject any Purchase Order in excess of the Firm Commitment or otherwise not to be unreasonably withheld or delayed. Supplier given in accordance with this Agreement; provided, however, that Catalent shall make use its commercially reasonable efforts to provide written notice supply Palatin with quantities of Product which are up to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] in excess of Supplierthe quantities specified in the Firm Commitment, subject to Catalent’s receipt thereof but in no event greater than […***…]other supply commitments and manufacturing, packaging and such equipment capacity. A properly submitted Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. ] within [***] after receipt of such Purchase Order. C. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none shall control unless the terms of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to Order expressly override the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementterms set forth herein.

Purchase Orders. Upon the Effective Date and during the Term.COMPANY shall, CUSTOMER shall provide Supplier with Purchase Orders for Productsfrom time to time, based on the Lead Time for such Products, which shall create purchase SELECTED REAGENT from NEKTAR AL by a binding obligation written purchase order provided to purchase such Products from Supplier within the Lead Time for the applicable ProductsNEKTAR AL. Each Purchase Order such purchase order shall specify: (a) be sent to the attention of NEKTAR AL's Contract Management and shall specify the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) date of SELECTED REAGENT, as well as the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject site to acceptance by Supplier, such acceptance not which SELECTED REAGENT is to be unreasonably withheld or delayed. Supplier shipped; provided, however, that COMPANY shall make commercially reasonable efforts to provide written notice to CUSTOMER of not designate in any rejection of purchase order a CUSTOMER Purchase Order within delivery date that is less than […***…] months after the date of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order purchase order. No purchase order shall be deemed binding upon NEKTAR AL until accepted by Supplier if no NEKTAR AL in writing. NEKTAR AL shall accept such rejection notice is provided to CUSTOMER prior orders for SELECTED REAGENT to the expiration extent that the quantities of SELECTED REAGENT do not exceed the forecasted amount and to the extent such […***…]order is consistent with the terms of this AGREEMENT. In the event Upon acceptance of a conflict between the pricing in an accepted Purchase Order purchase order, NEKTAR AL shall have each shipment of SELECTED REAGENT shipped pursuant to its standard shipping procedures and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall controldocumentation. Furthermore, it is agreed that each such Purchase Order shall Any change to NEKTAR AL's standard shipping procedures and documentation will be governed by the provisions addressed through NEKTAR AL's change control procedures. The terms and conditions of this Agreement and AGREEMENT shall govern all purchase orders, notwithstanding the fact that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making standard shipping document may provide for additional or different obligations of NEKTAR AL than the terms and conditions of this AGREEMENT. Any such additional or different terms in any such purchase order or shipping documents are hereby expressly rejected. NEKTAR AL shall deliver SELECTED REAGENT in the quantities and at the delivery schedules set ---------- *** Portions of this page have been omitted pursuant to a Request for Confidential Treatment filed separately with respect thereto shall the SEC. forth in no case this Section 4.4 provided, however, the specifics thereof will be construed as an amendment mutually agreed to by the PARTIES in writing and set forth in a purchase order delivered in accordance with this AgreementSection 4.4.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such ProductsBuyer agrees to submit to Seller a binding purchase order, which shall create a binding obligation to purchase such Products from Supplier within will specify, among other things, (i) the Lead Time quantity of NR Product ordered and (ii) the delivery date (the “Purchase Order”) at least […***…] in advance of any required NR Product delivery date. All NR Product will be made available for the applicable Productspick up at Seller’s designated facility (“Seller’s Facility”). Each Purchase Order shall specify: will not vary by more than […***…] percent (a[…***…]%) the quantity and part number of Products being ordered; (b) from the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) Binding Forecast. Any terms contained in any special shipping instructions regarding the Products. Each Purchase Order which are inconsistent with the terms of this Agreement, shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayedexcluded and are of no force and effect. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection In the event of a CUSTOMER conflict between the terms of this Agreement and a Purchase Order, the terms of this Agreement shall prevail. Seller shall confirm to Buyer the receipt of each Purchase Order within […***…] after receipt and provide to Buyer the dates by which Seller will deliver the NR Products to Seller’s Facility. Legally binding obligations for the purchase of Supplier’s receipt thereof but in no event greater than NR Products will be created when Buyer submits the Binding Forecast. Seller will fulfill Purchase Orders within the requested timeframe (barring any Force Majeure Events). The minimum purchase order quantity shall be […***…], kg and such Purchase Order minimum pack size shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]kg. In the event The NR Product shall have a minimum remaining shelf life of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier[…***…] upon availability at Seller’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementFacility.

Purchase Orders. Upon (a) A Good or Service listed or described in this Agreement or in the Effective Date and during Attachments hereto becomes a Deliverable under this Agreement only upon the Term., CUSTOMER shall provide Supplier with issuance by TELIGENT of a Purchase Order for the Good or Service. TELIGENT may issue one or more Purchase Orders for Productssuch goods or services, based on in such quantities and at such times as it, in its sole discretion, may elect, subject to the Lead Time for such Productsprovisions of this Article 4. Purchase Orders shall include quantities to be purchased by line item (as set forth in Attachment 6), which and shall create also include the requested date of delivery. Purchase orders may be issued by facsimile or U.S. or express delivery, or, upon mutual agreement of the Parties, via electronic data interchange. ▇▇▇▇▇▇ shall accept or reject a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order in writing within five (5) business days after issuance by TELIGENT. In the event that ▇▇▇▇▇▇ does not so accept or reject, TELIGENT shall specify: (a) have the quantity and part number of Products being ordered; (b) right to escalate the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject from the Program Manager to acceptance by Supplier, such acceptance a Vice President or the General Manager of the Wireless Networks Division of ▇▇▇▇▇▇. If ▇▇▇▇▇▇ does not respond to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER the Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…]fifteen (15) days, and such the Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior be rejected. (b) Purchase Orders shall conform to the expiration Sample Purchase Order shown in Attachment 6 hereto. All data sheets, drawings, specifications, conditions or other documents attached to or included by reference in a Purchase Order are integral parts thereof, as are the terms of such […***…]this Agreement. In the event that the terms of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price)this Agreement conflict, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementgovern.

Purchase Orders. Upon (a) Distributor shall submit to Amer or the Effective Date designated Amer’s Affiliate (herein incorporated within the designation “Amer” for purposes of this Agreement), purchase orders in a form approved by Amer for the purchase of Products. Purchase orders submitted by Distributor pursuant to this Section 6 shall be subject in each instance to acceptance by ▇▇▇▇, which acceptance shall be deemed to occur only upon written acknowledgement of acceptance in the form of either an order acknowledgement or an e-mail or a fax confirming receipt and entry of the order with written acknowledgement to follow provided, however, that if subsequent to acceptance ▇▇▇▇ is unable to fill such purchase orders by the desired date of shipment, it shall have the right to postpone shipment until such time as it is able to fill such purchase orders and may ship at such postponed date at prices set in a manner consistent with Section 4. Each purchase order shall be deemed void and without effect if not accepted within thirty (30) days after date of dispatch thereof by Distributor in the manner required by Section 17 of this Agreement. (b) Distributor may submit orders using ▇▇▇▇’s prescribed form, or by telephone, e-mail or fax, confirmed by a written purchase order, and shall describe the Products in a clear and unambiguous manner, including precise instructions for packaging, invoicing, and shipping. On the first day of the Term of this Agreement and every three (3) months thereafter throughout the Term, Distributor shall deliver to Amer a written forecast of its needs for the Products during the twelve (12) month period immediately following or the remaining period of the Term., CUSTOMER whichever is less. Such forecast shall provide Supplier be delivered at least as often as every three months or to coincide with Purchase Orders regular visits of the Amer representative. The amount of Products forecasted for Products, based on the Lead Time first three (3) months shall constitute the firm order of Distributor for such Products, which shall create subject to acceptance by Amer pursuant to Section 6(a) hereof. Upon a binding obligation showing of good cause, Distributor may modify such orders for Products as the need may arise provided such modifications are coordinated in advance with Amer. ▇▇▇▇ agrees to purchase such Products from Supplier within the Lead Time use its commercially reasonable efforts to fill additional orders for the applicable Products. Each Purchase Order Any terms or conditions stated in Distributor’s orders or Amer’s acceptance which are not consistent with this Agreement shall, unless otherwise agreed in writing by Amer, be null and void, but the effectiveness of such orders or acceptances shall specify: (a) not thereby be vitiated as to the quantity remaining consistent terms and part number of Products being ordered; (b) the applicable price; conditions. (c) The Products shall be shipped F.O.B. Amer’s or any of Amer’s Affiliates’ or any of Amer’s contract manufacturers’ plant, distribution center or overseas source as communicated by ▇▇▇▇ from time to time, or as stated in Amer’s documents relating to the requested delivery date; (d) particular shipment. The Distributor and/or the delivery destination; andCountry Distributor, (e) as the case may be, shall provide Amer or any special shipping of Amer’s Affiliates the instructions regarding or information relating to the shipment of the Products, including but not limited the carrier selected, names of the carrier and the relevant account number of the Distributor or Country Distributor with the said carrier within a reasonable period of time after acceptance of any order forecasted by Distributor pursuant to Section 6(b) hereof. Each Purchase Order Delivery dates shall be approximate and shall be computed from the date of acceptance of the order by ▇▇▇▇. Weights given shall be estimated weights. All typographical and clerical errors shall be subject to acceptance by Supplier, such acceptance not correction. Amer or ▇▇▇▇’s Affiliate undertakes to be unreasonably withheld notify the Distributor or delayedthe relevant Country Distributor when the Products are ready for shipment and the Distributor or the relevant Country Distributor undertakes to instruct their appointed carrier for the transportation of the Products and take delivery of the Products accordingly. Supplier Amer shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…]be obliged to make any delivery of Products if such delivery would constitute a violation of any laws, regulations, or policies of any of the relevant Countries or of the United States of America or of any political subdivision of either. Amer's obligation to effect delivery of the Products shall be fully discharged, and such Purchase Order all risk of loss or damage shall pass to Distributor when the Products are delivered to the above specified F.O.B point. (d) All claims for defects or for shortages in the Products by the Distributor and/or the relevant Country Distributor shall be deemed accepted made in writing by Supplier if no such rejection notice is provided to CUSTOMER prior to Distributor only within forty-five (45) days of receipt of the expiration of such […***…]Products by the Distributor and/or the relevant Country Distributor, as the case may be, in the relevant destination Country, and Amer shall respond thereto within forty-five (45) days. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions rejection of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is Products, risk of loss shall remain with the Distributor until the rejected Products are returned to the possession of Amer pursuant to Section 6(e) hereof, or are inspected in addition the relevant Country or proven to be unsatisfactory in an unequivocal manner. (e) The Products shall not be returned by Distributor and/or the relevant Country Distributor without authorization and instructions from Amer, nor shall Amer accept returned Products except in accordance with such authorization and instructions. (f) To the extent permissible under applicable laws, Distributor shall in each Contract Year make minimum total purchases of Products for the Territory from Amer having a Net Invoice Value in United States dollars as set forth in Schedule A. There will be no carry-over or netting-off of any surplus beyond the minimum total purchases achieved for the previous Contract Year. Purchases in respect of Products bearing the Trademarks but not purchased by Distributor from Amer (but only if such purchases are expressly approved by Amer) shall not be counted towards the computation of the abovementioned minimum total purchases. In the event the Distributor fails to achieve the aforesaid minimum total purchases as specified in Schedule A, then the parties shall in good faith discuss and reach an agreement on a set of revised minimum total purchases to be achieved by the Distributor for the current and upcoming Contract Year (provided that any such revised minimum total purchases shall not exceed the aggregate total CAGR specified in Schedule A). If the parties fail to reach an agreement on the revised minimum total purchases, Amer shall be entitled to terminate this Agreement at once by written notice to Distributor or in conflict with its absolute discretion to convert the status of the Distributor to a non-exclusive distributor in the Territory. Without prejudice to the generality of the foregoing, in the event that the Distributor fails to achieve at least half of the minimum total purchases for a particular Contract Year or fails to achieve the minimum total purchases consecutively for two (2) Contract Years, then Amer shall be entitled to terminate this AgreementAgreement at once by written notice to Distributor or in its absolute discretion to convert the status of the Distributor to a non-exclusive distributor in the Territory; provided, however, that if any failure to achieve the aforesaid minimum total purchases as specified in Schedule A is ascribable to the shipments of Products ordered by Distributor (according to the Distributor’s purchase plan) and subsequently accepted by ▇▇▇▇ are delayed or not effected in the year in which they were scheduled, then Amer shall not be entitled to the rights prescribed in this paragraph. A general or standard acknowledgment In the event that the Distributor’s total purchases of any Products for the Territory exceeds the minimum total purchases for a particular Contract Year set out in Schedule A, ▇▇▇▇ hereby agrees to grant a rebate to the Distributor for such order or Contract Year as calculated based on the making value of delivery with respect thereto shall the total purchases made by the Distributor in no case be construed excess of the benchmark amount calculated as X below. The agreed percentage of the rebate for each Contract Year is further set out in Schedule A. By way of an amendment to this Agreement.illustration of the rebate mechanism:

Purchase Orders. Upon 2.1 The Purchaser shall order products from the Effective Date and during Producer by delivery to the Term.Producer of a written purchase order (a "PURCHASE ORDER") in the Purchaser's standard form, CUSTOMER shall provide Supplier with Purchase Orders for Products, based on as the Lead Time for such Productssame may be amended by the Purchaser from time to time, which purchase order shall create set forth the amount of Fabric to be manufactured, the specifications therefor, the date on which such Fabric shall be delivered, the place to which such Fabric shall be delivered, the methods of packaging and shipping such Fabric and such other matters pertaining to the manufacture of the Fabric by the Producer and the purchase thereof by the Purchaser as the Purchaser shall deem to be necessary or appropriate. In the event of any conflict between a binding obligation to purchase such Products from Supplier within Purchase Order and any document provided by the Lead Time for Purchaser in connection therewith (including, but not limited to, any confirmation or invoice), the applicable Products. Each terms of the Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such prevail. 2.2 A Purchase Order shall be deemed to have been accepted by Supplier if no the Producer unless expressly rejected by the Producer within five (5) business days after the receipt thereof. Any such rejection notice is provided shall be in writing and shall specify in reasonable detail the grounds therefor. 2.3 The Purchaser shall have the right to CUSTOMER cancel or amend all or any portion of a Purchase Order at any time prior to the expiration date that the Producer shall have commenced weaving fabric in connection with such portion of the Purchase Order. There shall be no cost or expense incurred by the Purchaser in connection with any such […***…]cancellation or amendment. In Any such amendment shall be deemed to have been accepted by the event of a conflict between Producer unless expressly rejected by the pricing Producer within forty-eight (48) hours after receipt thereof in an accepted Purchase Order and the pricing manner set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementSECTION 2.2.

Purchase Orders. Upon To effect the Effective Date purchase of Product, Buyer shall give Seller a binding written purchase order; such order shall: (i) be given to Seller at least the number of days prior to the scheduled date for delivery of the Product ordered equal to the Lead Time; (ii) specify the quantities, ship-to location and during delivery date of Product to be purchased; (iii) be subject to the Term.terms and conditions of this Agreement; and (iv) be Buyer's standard purchase order form (hereinafter referred to individually as a "Purchase Order" and collectively as the "Purchase Orders"), CUSTOMER and shall provide Supplier be appropriately completed and executed by Buyer. Within fifteen (15) business days after receipt of such written notice and Purchase Order, Seller shall either (A) notify Buyer in writing that such Purchase Order does not comply with the terms and conditions of this Agreement, specifying the respect in which the Purchase Order fails to comply with this Agreement, in which event Seller and Buyer shall promptly negotiate in good faith to resolve such disagreement and to execute a suitable Purchase Order reflecting such resolution, or (B) notify Buyer in writing of Seller's acceptance of such Purchase Order, in which event such acceptance notice shall be accompanied by a copy of such Purchase Order signed by Seller. If Seller fails to notify Buyer within such period, Seller shall be deemed to have accepted and signed the Purchase Order. Seller shall not be obligated to fulfill any Purchase Orders in respect of any Calendar Quarter to the extent the aggregate Purchase Orders for Products, based on such Calendar Quarter exceed the Lead Time forecasts for such ProductsCalendar Quarter by more than twenty-five percent (25%), which although Seller shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make use commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and fulfill all such Purchase Orders. Seller shall not be obligated to fulfill any Product Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementless than $500.

Purchase Orders. Upon Until such time as a New Third Party Manufacturer has been appointed by VIVUS, Purchaser shall purchase Product by written purchase orders (“Purchase Orders”), submitted to VIVUS at least [**] in advance of the Effective Date and during the Term.desired shipment date specified therein. For each [**], CUSTOMER Purchaser shall provide Supplier with be required to submit Purchase Orders for Products, based on at least [**] percent ([**]%) of the Lead Time quantities in the Forecast for such Productscalendar quarter submitted by Purchaser to VIVUS [**] prior to the start of such [**] (the “Binding Forecast”), which shall create a binding and VIVUS will have no obligation to purchase supply Product in excess of [**] percent ([**]%) of the quantity specified in such Products from Supplier within the Lead Time for the applicable ProductsBinding Forecast. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) , at a minimum, the applicable price; (c) volume of each dosage strength of Product ordered, and the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s Upon receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, subject to the provisions of Section 2.1, VIVUS shall supply the Product in such quantities and deliver the Product to Purchaser (or SupplierPurchaser’s acknowledgement thereof (either printeddesignee) on such delivery dates. VIVUS is not obligated to accept verbal orders of any kind for the supply of Product hereunder. To the extent there is any conflict or inconsistency between this Agreement and any Purchase Order, stamped, typed or written)this Agreement shall govern. After a New Third Party Manufacturer has been appointed by VIVUS, if any, then the lead times for Purchase Orders set forth above shall be applicable shortened (but not lengthened) to the purchase if any of extent that VIVUS has shorter lead times in its arrangement with the foregoing is in addition to or in conflict with this AgreementNew Third Party Manufacturer. ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementCONFIDENTIAL TREATMENT REQUEST.

Purchase Orders. Upon 3.1 During the Effective Date term of this Agreement, IAI shall have an irrevocable option, exercisable at IAI’s discretion at any time, and during from time to time, to purchase Parts and/or spares or replacements therefore, by way of (a) regular purchase orders or (b) “ship to bin”, as specified in paragraph 8, all to be subject to the Termterms and conditions of this Agreement and the Standard Purchase Order Terms and Conditions (hereafter referred to as the “Standard T & C”) of IAI’s Purchase Orders. No Purchase Order of IAI shall be binding on Seller if the Seller has rejected such Purchase Order because of terms inconsistent with the terms of this Agreement in writing, no later than three (3) Business Days after receipt of the Purchase Order, of Seller’s acceptance thereof., CUSTOMER 3.2 The terms of IAIs Standard T & C shall provide Supplier with be incorporated by reference into this Agreement for all IAI Purchase Orders for Products, based on the Lead Time for such Products, Parts. All Parts delivered hereunder shall be subject to IAI’s quality assurance requirements which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specifyrequire, among other things, that: (a) the quantity manufacturer of the Part shall be included in the list of approved manufacturers, as detailed and part number of Products being ordered; listed in the IAI’s website (the “Approved Manufacturer”), and (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order Part shall be subject detailed with the part number allocated to acceptance it by Suppliersuch Approved Manufacturer, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…]including the date code (“Date Code”), and such Purchase Order any related quality assurance information (collectively, the “Standard Requirements”). In the event that IAI shall be deemed accepted by Supplier if no such rejection cease working with an Approved Manufacturer, IAI shall afford Seller reasonable notice is provided period in order for Seller to CUSTOMER prior to select and find a suitable replacement Approved Manufacturer. Seller shall maintain all of the expiration of such […***…]aforesaid Standard Requirements for all Parts in Sellers buffer inventory, as detailed in paragraph 6 below. In the event of a conflict between the pricing in an accepted Purchase Order Standard T & C and the pricing set forth on Supplier quotes (the quoted price)terms of this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order terms of this agreement shall be governed deemed to prevail. 3.3 For the sake of clarity, if the event of that IAI decides to issue a purchase order by the provisions way of this Agreement and that none of the provisions of “ship to bin” as specified in paragraph 8, then IAI shall issue a Purchase Order, /s that shall only cover IAI’s due payments to Seller prior thereto. This Purchase Order/s shall not create or Supplier’s acknowledgement thereof (either printed, stamped, typed or written)form any liability from IAI to Seller. Therefore, if any, for any reason this Agreement shall be applicable terminated prior to delivery by Seller to IAI under the “ship to bin” purchase order, then IAI shall not be liable for the Purchase Order but only for the Parts consumed by Seller to meet the “ship to bin”purchase order, as specified in accordance with paragraph 9. 3.4 The monthly delivery rate for each Purchase Order issued by IAI pursuant to this Agreement shall be determined and specified by IAI in such Purchase Order. IAI shall not be obligated to any minimum or maximum monthly rate of delivery. Seller shall only be obligated to deliver in accordance with the Purchase Orders it has not rejected in accordance with Section 3.1 above. 3.5 There shall be no minimum or maximum quantities requirement for any Purchase Orders for parts by IAI. 3.6 IAI may, at no additional cost and on giving two (2) weeks written notice to Seller prior to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment scheduled delivery date of any Part on order, accelerate the delivery date of such order or Part. 3.7 IAI may, at no additional cost and on giving one (1) week written notice to Seller prior to the making scheduled delivery of any Part on order, stretch-out the delivery with respect thereto shall in no case be construed as an amendment to this Agreementdate of such part.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER Contractor shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to only accept purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specifyorders that: (a) contain the quantity and part number of Products being ordered; mandatory purchase order language set forth in Section 2.7.1, below, (b) specify the applicable pricequantity of Goods ordered; (c) the requested specify a delivery dateschedule, if any; (d) the specify delivery destinationlocation; and, (e) any special shipping instructions regarding specify invoicing address; and (f) specify OSP’s authorized representative (“Purchase Order”). Contractor shall only accept Purchase Orders that do not vary, amend, modify, or add Contract provisions other than changes to the ProductsOSP’s authorized representative, identification of Goods and order quantities, optional Services, equipment and accessories offered under the terms of the Price Agreement, delivery schedules in accordance with the terms of the Price Agreement, delivery destination and invoicing address. Each such Purchase Order Contractor accepts shall be subject create a separate Contract between the parties, enforceable in accordance with the terms thereof and independent of all other such Contracts. 2.7.1. MANDATORY PURCHASE ORDER LANGUAGE:‌ THIS PURCHASE ORDER, IN ADDITION TO ANY EXHIBITS OR ADDENDA ATTACHED, IS PLACED AGAINST STATE OF OREGON ITB ▇▇▇-▇▇▇▇-▇▇ AND PRICE AGREEMENT 257- -20. THE TERMS AND CONDITIONS CONTAINED IN THE PRICE AGREEMENT APPLY TO THIS PURCHASE AND TAKE PRECEDENCE OVER ALL OTHER CONFLICTING TERMS AND CONDITIONS, EXPRESS OR IMPLIED. THERE ARE NO UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN. 2.7.2. Notwithstanding any other provision of this Price Agreement, in the event that OSP uses a credit card to acceptance by Supplierpay for an order, such acceptance an OSP generated Purchase Order is not a necessary document to be unreasonably withheld or delayedthe transaction. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection In lieu of a CUSTOMER Purchase Order within […***…] document, a Contractor order acknowledgement document will become a part of Supplier’s receipt thereof but the Contract. However, in no event greater than […***…]will an order acknowledgement, web order page or other Contractor generated document used to acknowledge the order such modify or provide additional terms and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration conditions of such […***…]this Contract. 2.7.3. In the event a court of competent jurisdiction determines that a conflict between the pricing in an accepted Purchase Order constitutes an offer rather than an acceptance, then acceptance by Contractor shall be limited to the terms and conditions of the pricing Contract as set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of in this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Price Agreement.

Purchase Orders. Upon On or before the Effective Date and fifth (5th) business day of each [*] during the Term.term of this Agreement, CUSTOMER Radius shall provide Supplier give and place with ▇▇▇▇▇▇, on a rolling [*] basis, Purchase Orders for at least [*], and, during the Market Launch Phase, for at least[*], of the Demand forecasted for the Flexible Period that has then-become the Fixed Period. For clarity, Purchase Orders for less than the amount described in the preceding sentence shall not result in any obligation of Radius to compensate ▇▇▇▇▇▇ other than as set forth in Section 3.5(b) or Section 3.5(c), as applicable. Purchase Orders specifying the quantities of either the Cartridges and the Pens, or of the Finished Products, based on as applicable, and delivery date desired by Radius, shall be placed by Radius at least [*] prior thereto, for Cartridges and Pens, or [*] prior thereto for Finished Product, following approval of the Lead Time Forecast. The Demand for such Productsthe Fixed Period, which if in accordance with Section 3.5, shall create be deemed, subject to Section 3.5(e) below, to be ordered by a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order that does not need to be accepted by, and cannot be rejected by, ▇▇▇▇▇▇. Purchase Orders for Demand not in accordance with Section 3.5 shall specify: be confirmed or rejected by ▇▇▇▇▇▇, in its sole discretion, by notice in writing to Radius within ten (a10) business days of receipt of the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Productsrespective Purchase Order. Each If a Purchase Order shall be subject to acceptance is provided by Supplieran authorized representative of Radius, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], ▇▇▇▇▇▇ may fully rely thereon without independent investigation and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if anyand as confirmed by ▇▇▇▇▇▇, shall be applicable to valid for the purchase if any purpose of confirming quantities and Delivery Dates of either the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order Cartridges and the Pens, or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementFinished Products.

Purchase Orders. Upon (a) The Purchaser shall order products from the Effective Date and during Producer by delivery to the Term.Producer of a written purchase order (a "Purchase Order") in the form attached hereto as Exhibit A, CUSTOMER shall provide Supplier with Purchase Orders for Products, based on as the Lead Time for such Productssame may be amended by the Purchaser from --------- time to time, which purchase order shall create set forth the amount of twill fabric to be manufactured, the specifications therefor, the date on which such fabric shall be delivered, the place to which such fabric shall be delivered, the methods of packaging and shipping such fabric and such other matters pertaining to the manufacture of the fabric by the Producer and the purchase thereof by the Purchaser as the Purchaser shall deem to be necessary or appropriate. In the event of any conflict between a binding obligation to purchase such Products from Supplier within Purchase Order and any document provided by the Lead Time for Purchaser in connection therewith (including, but not limited to, any confirmation or invoice), the applicable Products. Each terms of the Purchase Order shall specify: (a) the quantity and part number of Products being ordered; prevail. (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such A Purchase Order shall be deemed to have been accepted by Supplier if no the Producer unless expressly rejected by the Producer within forty-eight (48) hours after the receipt thereof. Any such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by in writing and shall specify in reasonable detail the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreement.grounds

Purchase Orders. Upon It is understood and agreed that, by entering into a business relationship with VENDOR, TJ’s may from time to time issue, but has not committed to issue, purchase orders to VENDOR. The parties to this Agreement understand that this Agreement and business relationship may never result in TJ’s issuing any purchase orders to VENDOR and that by entering into this Agreement neither party has undertaken any obligations to the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based other except as expressly provided herein. VENDOR is not entering into this Agreement in reliance on the Lead Time for such Productsissuance of any future purchase orders by TJ’s to VENDOR. (a) This Agreement shall be incorporated by reference and made a part of any purchase order hereinafter issued by TJ’s to VENDOR. (b) Each of the terms and conditions set forth in this Agreement will apply to each purchase order unless otherwise specified by TJ’s in writing. (c) The purchase order shall set forth the description and quantity of goods, which shall create a binding price, arrival date or schedule, payment terms, pack/size, net weight per unit, type of packaging, point of delivery, and other terms. (d) TJ’s is under no obligation to purchase goods from VENDOR regardless of whether VENDOR is willing or able to supply TJ’s. And VENDOR may not produce or procure any goods for TJ’s in the absence of a purchase order for said goods. In those special circumstances (usually related to seasonal goods) where TJ’s and VENDOR agree to purchase and supply a certain volume of goods, such Products commitment and obligation must be documented in writing prior to the issuance of the initial purchase order, in the form set forth in Exhibit A, which is attached hereto and incorporated by reference. Absent such prior written approval from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; andTJ’s, TJ’s will not be obligated to purchase nor will VENDOR be obligated to supply goods other than described in individual purchase orders. (e) any special shipping instructions regarding No contract shall exist with respect to an individual purchase order unless and until it has been accepted by VENDOR as provided herein. VENDOR may accept a purchase order by signing and returning it to TJ’s or by the Productsshipment of goods in accordance with the terms set forth in the purchase order. Each Purchase Order shall be subject TJ’s reserves the right to demand a written acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER purchase order at any time prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementshipment.

Purchase Orders. Upon (a) Imation will, and will cause each of its Subsidiaries to, order Products by submitting purchase orders for each forecasted week of the Effective Date and during the Term.Purchase Month (each, CUSTOMER shall provide Supplier with a “Purchase Orders for Products, based on the Lead Time for Order”) to TDK no later than two (2) weeks in advance of such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Productsforecasted week. Each Purchase Order shall specify: (a) will specify the type and quantity and part number of Products being ordered; (b) the applicable price; (c) to be purchased and the requested delivery date; shipment dates. After receiving a Purchase Order, TDK will issue a confirmation to such Purchase Order (deach, a “Purchase Order Confirmation”) the delivery destination; and, no later than five (e5) any special shipping instructions regarding the Productsdays in advance of such forecasted week. Each Purchase Order Confirmation will: (i) confirm the shipment date requested by Imation or its Subsidiary, as the case may be, or an earlier shipment date or, to the extent TDK is unable to ship by the shipment date requested by Imation or its Subsidiary, as the case may be, and subject TDK’s obligations in Section 4.6, specify the earliest date on which TDK is able to ship; and (ii) confirm the quantities requested by Imation or its Subsidiary, as the case may be, or, if TDK is unable to supply the quantities requested by Imation or its Subsidiary, as the case may be, and subject TDK’s obligations in Section 4.6, specify the quantities which TDK is able to supply. TDK will use commercially reasonable efforts based on lead time and other factors to ship by the shipment date requested by Imation or its Subsidiary, as the case may be; provided, that if TDK fails to ship any Products in accordance with TDK’s minimum supply commitment as set forth in Section 4.1(c) and such failure is not due in whole or in part to Imation or its Subsidiaries, including as a consequence of a Supply Constraint Situation pursuant to Section 4.6, the price for such Products shall be subject to acceptance by Supplierthe lower of (i) the price of such Products on the relevant Purchase Order date, and (ii) the price of such acceptance not to be unreasonably withheld or delayedProducts applicable on the date such Products are actually shipped. Supplier shall make In addition, TDK will use commercially reasonable efforts to provide written notice to CUSTOMER of supply any rejection of quantities specified in a CUSTOMER Purchase Order within […***…] that are in excess of SupplierTDK’s receipt thereof but minimum supply commitment for the relevant week as set forth in no event greater than […***…]Section 4.1(c). Once issued, a Purchase Order Confirmation will be binding upon both parties except as provided in Section 4.4. (b) Except as otherwise agreed in writing by Imation and TDK, all sales of Products shall be governed by the terms of this Agreement and such terms shall not be varied or supplemented by any terms contained in any Purchase Order or Purchase Order Confirmation or by any course of dealings between TDK and Imation or any of its Subsidiaries with respect to supply and purchase of Products hereunder. Any Purchase Order from any of Imation’s Subsidiaries shall be deemed to be on behalf of Imation and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Ordernot create any obligation on, or Supplier’s acknowledgement thereof (either printedduty of, stamped, typed or written), if any, shall be applicable TDK to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementSubsidiary.

Purchase Orders. Upon A. From time to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the Effective Date number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term., CUSTOMER shall provide Supplier specified delivery date for each Batch (“Purchase Order”) in accordance with Attachment C and in the form attached hereto as Exhibit II. Purchase Orders for Productsquantities of Product shall be submitted by Client at least [*] in advance of the delivery date requested in the Purchase Order, based on unless otherwise agreed by Catalent. B. Promptly (and within [*]) following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the Lead Time delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery date consistent with Catalent’s obligations hereunder, and shall include the Processing Date. Catalent shall accept any Purchase Order (i) for [*], as long as it is [*] of the Firm Commitment for such Productsperiod, which shall create a binding obligation and (ii) for Contract Year 3 and each Contract Year thereafter, as long as it is [*] of the Firm Commitment for such Period, in each case rounded up to purchase such Products from Supplier within the Lead Time for nearest whole number of Batches (the applicable Products“Catalent Commitment”). Each Catalent may reject any Purchase Order in excess of the Catalent Commitment (subject to Section 4.3(C)), or otherwise not given in accordance with this Agreement. Catalent shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each be required to accept an otherwise conforming Purchase Order and shall be subject to acceptance by SupplierProcess and deliver Product in conformity with Purchase Order and this Agreement. C. Notwithstanding Section 4.3(B), such acceptance not to be unreasonably withheld or delayed. Supplier Catalent shall make commercially use commercially-reasonable efforts to provide written notice supply Client with the specified quantity of Product in excess of the Catalent Commitment, subject to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of SupplierCatalent’s receipt thereof but in no event greater than […***…]other supply commitments and manufacturing, packaging and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. equipment capacity. D. In the event of a conflict between the pricing in an accepted terms of any Purchase Order, Work Order or Acknowledgement, Quality Agreement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable control except to the purchase if any of the foregoing is extent set forth in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementSection 9.6.

Purchase Orders. Upon A. From time to time as provided in this Section 4.2(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the Effective Date number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term.requested delivery date for each Batch (each, CUSTOMER a “Purchase Order”). Concurrently with the submission of each Rolling Forecast, Client shall provide Supplier with submit a Purchase Order for the Firm Commitment. Purchase Orders for Products, based on quantities of Product in excess of the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order Firm Commitment shall be subject to acceptance submitted by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within Client at least […***…] in advance of Supplier’s receipt thereof but the delivery date requested in no event greater than the Purchase Order. B. Within […***…] following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (each, an “Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery date, and shall include the Processing Date. Catalent may reject any Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement. If Catalent does not reject a Purchase Order during [***], and such the Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided as submitted including acceptance of the delivery date set forth in the Purchase Order. C. Catalent shall use commercially reasonable efforts to CUSTOMER prior supply Client with quantities of Product set forth in a Purchase Order which are up to the expiration of such […***…]. ] in excess of the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementcontrol.

Purchase Orders. Upon the Effective Date and 3.1.1 From time to time during the Term., CUSTOMER shall provide Emergent may submit to Supplier written inquiries (“Inquiries”) with Purchase Orders for respect to possible orders of Products, based on the Lead Time for such Products, each of which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: specify (a) the quantity and part number of Products being ordered; each Product to be ordered by Emergent, (b) the applicable price; required delivery date therefor, (c) the requested delivery date; place of delivery, and (d) the delivery destination; andtype of customer. 3.1.2 Supplier shall, within ten (e10) any special shipping instructions regarding days after Supplier receives each Inquiry submitted in accordance with Section 3.1.1, inform Emergent in writing (a) whether it is willing to supply such Products on such terms and conditions, and (b) if so, the Products. Each Purchase Order shall be subject purchase price payable by Emergent pursuant to acceptance by Section 3.3 and the additional warranties and indemnities that Supplier would provide to Emergent in connection with such sale of Products (a “Reply”). 3.1.3 Within thirty (30) days after receipt of a Reply from Supplier, Emergent may submit to Supplier a written purchase order (“Purchase Order”) for Products, which shall contain the items of information listed in Section 3.1.1 and the warranties and indemnities that the customer will require in connection with such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]purchase. In the event of a conflict between that the pricing in an accepted Purchase Order is consistent with the applicable Inquiry and Reply (including as to the pricing warranties and indemnities to be provided), then Supplier shall accept such Purchase Order in writing within five (5) days after receipt thereof. 3.1.4 Emergent shall be obligated to purchase, and Supplier shall be obligated to sell and deliver by the delivery date set forth on Supplier quotes (the quoted price)therein, the quoted price shall control. Furthermore, it such quantity of each Product as is agreed that set forth in each such Purchase Order. In the event that the terms of any Purchase Order shall be governed by are inconsistent with the provisions terms of this Agreement, the terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementcontrol.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER 5.2.1 Sonim shall provide Supplier with submit Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time Company for the applicable ProductsProducts and/or spare parts at least [***]. Each Valid Purchase Order shall specifyOrders will include the following information: (a) identification of the quantity Products ordered by name and part number of Products being orderedmodel number; (b) the applicable pricequantity; (c) the requested delivery dateDelivery Date; (d) the delivery destination; andprice, (e) ship to and ▇▇▇▇ to addresses and instructions, and (f) any special shipping packaging instructions regarding that differ from the Productsstandard or the applicable Product as agreed upon in the Specifications. Each Company agrees that Sonim may request different versions of the Products in the same Purchase Order. Company shall provide notice within [***] from receipt of Sonim’s Purchase Order to Sonim in the event it cannot meet the request of a Purchase Order or a change is necessary to the price, lead-time, or other requirements. In the event that a change to Purchase Order is requested by Company, excepted for materials already prepared in accordance with Section 5.1, Company will prepare the materials and begin to manufacture the Product only upon receipt of Sonim’s acceptance of the changes to such Purchase Order. 5.2.2 Subject to Sonim’s timely approval on the Company’s material stock-up plan and the daily capacity as defined in each applicable SOW, Company shall accept all Purchase Order(s) for Product(s) and/or spare part(s) if the quantity of Product(s) and/or spare part(s) ordered is within the estimated demand based on Sonim’s rolling [***] forecast. Company will [***] to fulfill all Purchase Orders for Sonim Products in excess of estimated demand based on Sonim’s rolling [***]. 5.2.3 Once a Purchase Order is accepted by Company, Purchase Order shall be subject non-cancellable unless otherwise agreed by both Parties in writing. In the case that Sonim submits a cancellation request, and Company agrees to acceptance such cancellation, Sonim shall be responsible for all charges incurred by SupplierCompany as a result of such cancellation, such acceptance not to be unreasonably withheld or delayedincluding without limitation, the actual costs for purchased but unused Approved Materials, work in progress, completed Products and/or reworked Products in Company’s inventory, storage and inspection fees, shipping and handling charges and other relevant costs and expenses. Supplier Company and Sonim shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within settle this issue […***…] of Supplier’s receipt thereof but in no event greater than ]. Company will […***…], and ] to reduce the liabilities associated with this Section 5.2.3 such as reselling or diverting components to other projects where possible. 5.2.4 Company agrees that Sonim has the right to direct Company to rework any Product to be manufactured after Sonim releases the Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event through issuance of a conflict between change order thereto, provided that if Sonim decides to change the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall Company will charge the applicable material and re-work cost to Sonim and the delivery schedule will be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementadjusted accordingly.

Purchase Orders. Upon All supply of Clinical Samples hereunder shall be initiated by a purchase order placed by NeurogesX. Purchase orders shall include the Effective Date quantity of Clinical Samples ordered, requested delivery date(s), and during shipping destination and/or instructions. LTS shall accept and fill all purchase orders for Clinical Samples placed by NeurogesX hereunder, and shall deliver the Term.Clinical Samples by the delivery dates requested therein, CUSTOMER unless (a) a purchase order includes substantially higher volumes and/or provides for substantially shorter lead times than those purchase orders previously placed by NeurogesX and accepted by LTS, and (b) LTS cannot fill such purchase order by using [***]. With respect to such purchase orders, LTS shall provide Supplier notify NeurogesX within [***] business days of receipt thereof, and NeurogesX shall have the option, to be executed with Purchase Orders for Products[***] business days thereafter, to either (i) modify the purchase order based on the Lead Time for parties’ mutual discussion, or (ii) in case of LTS acceptance of such Products, order (which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier provided that LTS shall make commercially reasonable efforts not be forced to provide written notice to CUSTOMER breach any of any rejection of a CUSTOMER Purchase Order within its other obligations), NeurogesX shall […***…] of Supplier’s receipt thereof but in no event greater than LTS for its […***…] beyond those normally [***], if any, for LTS to meet such order. Such [***] shall be [***] and [***] prior to acceptance of the order, and it is understood that LTS shall use [***] to [***] any such Purchase Order additional [***]. In the event LTS does not so notify NeurogesX within such [***] business days, NeurogesX’s purchase order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order LTS, and the pricing set forth on Supplier quotes (the quoted price), the quoted price Section 2.2(ii) above shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementnot apply thereto.

Purchase Orders. Upon the Effective Date and during the Term.Distributor shall issue to Company a purchase order, CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Productsin English, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (ai) the quantity Product, including item numbers and part number of Products being orderednumbers if shown for that item in the export price schedule; (bii) the applicable price; (ciii) the requested delivery dateschedule; and (div) exact "ship to" and "invoice to" place of business. Company, in its sole discretion, shall confirm such purchase order in writing by transmitting to Distributor an order confirmation or by notifying Distributor of its decision to reject such purchase order. If Distributor does not receive a valid order confirmation, the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order purchase order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]rejected. In the event of a conflict between the pricing The terms contained in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price purchase order, and any order confirmation given by Company, together with any written amendments signed by both parties, shall control. Furthermoregovern the sale of Products; provided, it is agreed however, that each such Purchase Order shall be governed by the provisions terms of this Agreement shall supersede all inconsistent terms in the purchase order. No purchase order or order confirmation shall serve to amend this agreement, regardless of whether or not such document was signed by an employee of Company. Orders placed by telephone, facsimile, or in person are to be confirmed through a written purchase order to Company by Distributor within the shortest practicable time thereafter. Company shall have the sole right to accept or reject at Company's home office any and all orders of Products. Notwithstanding the foregoing, in the event that none Company rejects any bona fide purchase order submitted by Distributor in compliance with the provisions set forth herein, any Minimum Purchase Requirement then in effect pursuant to Section 5(a) will be adjusted accordingly. (c) Shipment. Products shall be shipped F.O.B. Kennesaw. Company shall endeavor to ship Distributor's orders of any Product within a reasonable time, subject to the limitations of the provisions prevailing laws and regulations of Company's or Distributor's governments and to forces outside the control of Company. Company must deliver Products meeting the Company's specifications and quality 8 <PAGE> standards in effect at the time of shipment and with a Purchase Orderminimum shelf life of twenty four (24) months. Distributor acknowledges that Company may appoint any wholly owned subsidiary or Company's parent corporation to make sales of Products to Distributor, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable subject to the purchase if terms and conditions of this Agreement; provided, however, that no such appointment or delegation shall relieve Company from any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementits obligations hereunder.

Purchase Orders. Upon This Agreement contemplates the Effective Date future execution by Company and Supplier of one or more written Letter Purchase Order(s) ("LPO[s]"). Both parties shall execute each LPO. This Agreement and any applicable LPO(s) shall cover all transactions between Company and Supplier during the Term.term of this Agreement unless the parties agree otherwise in writing. Upon its execution, CUSTOMER the parties shall provide deem each properly executed LPO to be incorporated into this Agreement. If the LPO conflicts with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control unless the parties otherwise agree via a "Special Considerations" section of the LPO. Supplier with Purchase Orders for Productswill furnish consultant, based on the Lead Time for such Products, which shall create a binding obligation professional or other Services to purchase such Products from Supplier within the Lead Time for the applicable ProductsCompany as specified in LPOs. Each Purchase Order LPO, at a minimum, shall specify: specify the information outlined below: a) A reference to this Agreement and a unique identifying number assigned by Company's Contact; b) A detailed description of the Services Supplier shall perform; c) A statement defining all deliverables and their associated due dates; d) Company and Supplier's contact names, addresses and telephone numbers; e) A list of expenses authorized for reimbursement by Company, and an explanation for each item; f) The maximum total expenditure authorized, meaning either (a) the quantity and part number of Products being ordered; total dollar amount authorized under the LPO, or (b) the applicable price; (ctotal time limit for completing the project under the LPO; g) A statement defining the requested delivery date; (dbeginning and ending dates for the work to be performed; h) Invoicing instructions; i) Signatures of representatives authorized by Company and Supplier to execute the delivery destinationLPO; and j) Special Considerations, (e) if appropriate. Company, without prejudice to any special shipping instructions regarding right or remedy on account of any failure of Supplier to perform its obligations under this Agreement, may at any time terminate the Productsperformance of the work under any LPO, in whole or in part, by written notice to Supplier specifying the extent to which the performance of the work is terminated and the date upon which such termination becomes effective. Each Purchase Order If Company terminates an LPO for other than the Supplier's failure to perform its obligations under the LPO, Company shall then pay Supplier for Services rendered prior to the effective date of termination and for expenses properly reimbursable under the LPO, provided, however, that the payment of any such amounts shall be subject to acceptance by Supplier, any provision for the limit of expenditures set forth in the LPO. Company's payment of such acceptance not to amounts shall be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER in full settlement of any rejection and all claims of a CUSTOMER Purchase Order within […***…] Supplier of every description, including profit. If Company terminates an LPO issued hereunder, affected Company property and work in Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order 's possession shall be deemed accepted by Supplier if no such rejection notice is provided forwarded promptly to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementCompany.

Purchase Orders. Upon the Effective Date and during the Term.Together with each Detailed Forecast provided under Section 3.2, CUSTOMER Company shall provide Supplier place a firm purchase order with Purchase Orders CyDex, for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time Company’s order of Commercial Grade Captisol for the applicable Products[***] of the Detailed Forecast for delivery consistent with the Detailed Forecast. Each Purchase Order purchase order, for all grades of Captisol, shall specify: (ai) the quantity and part number grade of Products being orderedCaptisol ordered (i.e., Commercial Grade Captisol or Clinical Grade Captisol); (bii) the applicable pricequantities; (ciii) the requested delivery datedates; and (div) the delivery destination; and, (e) any special reasonable shipping instructions regarding and packaging requirements. Any firm purchase order for Captisol, to the Products. Each extent it does not request more or less than the Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER Volume Limitations (in the case of any rejection of Commercial Grade Captisol ordered) nor request a CUSTOMER Purchase Order within delivery date less than […***…] of Supplier’s receipt thereof but in no event greater nor more than […***…]] after the date of such purchase order (in the case of any grade of Captisol ordered), and such Purchase Order shall be deemed accepted by Supplier if no CyDex upon receipt by CyDex. With respect to quantities of Commercial Grade Captisol ordered pursuant to such rejection notice is provided purchase order that exceed the Purchase Volume Limitations, CyDex shall not be obligated to CUSTOMER prior to accept the expiration excess portion of such purchase order but nevertheless shall use good faith efforts to fill such orders for such excess quantities. If CyDex, despite the use of good faith efforts, is unable to supply such quantities that exceed the Purchase Volume Limitations for Commercial Grade Captisol in the desired delivery schedule, such inability to supply shall not be deemed for any purpose to be a breach of this Agreement by CyDex or an inability by CyDex to supply, […***…]. In the event of a conflict If any purchase order or other document submitted by Company hereunder or any other document passing between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, parties contains terms or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is conditions in addition to or in conflict inconsistent with the terms of this Agreement, the terms of this Agreement shall control and prevail and the parties hereby agree that such additional or inconsistent terms shall simply be ignored and deemed not to exist, unless they are handwritten and expressly identified as being additional to or inconsistent with this Agreement. A general or standard acknowledgment Section 3.4 and are signed by officers of any such order or both parties next to the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementhandwriting.

Purchase Orders. Upon A. From time to time as provided in this Section 4.2(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the Effective Date number of Product Lots to be Processed, the Product Lot size (to the extent the Specifications permit Product Lots of different sizes) and during the Term.requested delivery date for each Product Lot (“Purchase Order”); provided, CUSTOMER that no Purchase Order may be for less than [ * ] ([ * ]) Product Lots. Concurrently with the submission of each Rolling Forecast, Client shall provide Supplier with submit a Purchase Order for the Firm Commitment. Purchase Orders for Productsquantities of Product in excess of the Firm Commitment shall be submitted by Client at least [ * ] days in advance of the delivery date requested in the Purchase Order. B. Within [ * ] days following receipt of a Purchase Order, based Catalent shall issue a written acknowledgement specifying whether it accepts or rejects such Purchase Order (“Acknowledgement”); provided, however that Catalent shall accept such Purchase Order so [ * ] = Certain information on this document has been redacted and filed separately with the Lead Time for Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. long as such Products, which shall create a binding obligation to purchase such Products from Supplier within Purchase Order issued is consistent with the Lead Time for the applicable ProductsFirm Commitment and given in accordance with this Agreement. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order shall specify: or set forth a reasonable alternative delivery date close in proximity (ai.e., within no more than [ * ] ([ * ]) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) days from the delivery destination; and, (e) any special shipping instructions regarding date set forth in the Products. Each Purchase Order issued by Client), and shall be subject to acceptance by Supplierinclude the Processing Date. Catalent may reject Purchase Orders in excess of the Firm Commitment or otherwise not given in accordance with this Agreement. C. In the event Client requests in writing quantities of Product in excess of the quantities specified in the Firm Commitment, such acceptance not to be unreasonably withheld or delayed. Supplier notwithstanding Section 4.2(B), Catalent shall make use commercially reasonable efforts to provide written notice supply Client with quantities of Product which are up to CUSTOMER [ * ]% in excess of any rejection the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity; provided, that Catalent’s failure to supply Client with quantities in excess of the quantities specified in the Firm Commitment after using commercially reasonable efforts shall not constitute a CUSTOMER breach of this Agreement by Catalent. In the event Catalent is able to accommodate requests from Client for excess quantities of Product, Catalent shall notify Client and Client shall issue a Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], (or amend an existing Purchase Order) for such excess quantities and Catalent shall accept such Purchase Order shall be deemed accepted by Supplier if no and supply to Client such rejection notice is provided to CUSTOMER prior to the expiration excess quantities of such […***…]. Product. D. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementcontrol.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) On a [* * *] basis, Hospira will provide a rolling [* * *] year forecast, of which the [* * *] months will be firm (“Forecast”). Durect will notify Hospira within [* * *] business days of Forecast receipt if it in good faith has reason to believe it cannot meet the Forecast. Durect’s providing of such notification shall not be interpreted in any manner as relieving Durect of its obligations under this Agreement, nor shall it prevent Hospira from pursuing any and all rights and remedies Hospira may have based on Durect’s failure to be able to deliver Finished [* * *] in accordance with the terms of this Agreement. Hospira shall place purchase orders with Durect at least [* * *] days in advance of the delivery date specified on the purchase order. Durect will confirm each purchase order and its delivery date within [* * *] business days from the date of receipt of such purchase order. Hospira shall be obligated to purchase all quantities of Finished [* * *] so ordered and Durect shall accept all such purchase orders it receives in accordance with this Section. In ordering and delivering, the Parties shall use their standard forms, but nothing in those forms shall be construed to modify or amend the terms of this Agreement. Each purchase order will be deemed satisfied upon delivery of a quantity which is [* * *] more or less of the quantity ordered, provided that Hospira shall only be required to pay for the amount of Finished [* * *] actually delivered. If Durect is unable to deliver the Finished [* * *] on the date specified by Hospira, Durect shall notify Hospira as soon as possible, but in any event within [* * *] days of receipt of the purchase order. Durect’s providing of such notification shall not be interpreted in any manner as relieving Durect of its obligations under this Agreement, nor shall it prevent Hospira from pursuing any and part number all rights and remedies Hospira may have based on Durect’s failure to deliver the Finished [* * *] in accordance with the terms of Products being ordered; this Agreement. (b) In the applicable price; (c) the requested delivery date; (d) the delivery destination; andevent that Hospira requests Durect to supply Finished [* * *] in less than [* * *] days, (e) any special shipping instructions regarding the Products. Each Purchase Order Durect shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially use reasonable efforts to provide written do so, provided that if Durect provides notice to CUSTOMER Hospira of any rejection of a CUSTOMER Purchase Order within additional charges in meeting Hospira’s request beyond those normally incurred in supplying Finished […* * ***…] of Supplier’s receipt thereof but in no event greater than […***…], and including but not limited to, expedited analytical charges or shipping charges, then Hospira shall either (i) agree to pay Durect for any such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to additional charges, or (ii) withdraw its request for the expiration of such […***…]expedited delivery. In the event that a purchase order for any month exceeds the latest Forecast for such month, Durect will use its reasonable efforts, but shall be under no obligation, to supply Finished [* * *] in excess of a conflict between [* * *] of the pricing in an accepted Purchase Order Forecast. (c) With respect to purchase orders for Finished [* * *], Durect agrees that such purchase orders, and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if anycontent thereof, shall be applicable deemed confidential and shall not be disclosed to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementthird party.

Purchase Orders. Upon A. From time to time as provided in this Section 4.6(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the Effective Date number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term.requested delivery date for each Batch ("Purchase Order"). Concurrently with the submission of each Rolling Forecast, CUSTOMER Client shall provide Supplier with submit a Purchase Order for the Firm Commitment. Purchase Orders for Productsquantities of Product in excess of the Firm Commitment shall be submitted by Client at least [redacted]in advance of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order, based on the Lead Time for Catalent shall issue a written acknowledgement within [redacted] ("Acknowledgement") that it accepts or rejects such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable ProductsPurchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested or set forth a reasonable alternative delivery date; (d) the delivery destination; and, (e) . Catalent may reject any special shipping instructions regarding the Products. Each Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement. C. Notwithstanding Section 4.6(8), Catalent shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make use commercially reasonable efforts to provide written notice supply Client with quantities of Product which are up to CUSTOMER [redacted]in excess of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but the quantities specified in no event greater than […***…]the Firm Commitment, subject to Catalent's other supply commitments and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. manufacturing, packaging and equipment capacity. D. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementcontrol.

Purchase Orders. Upon A. From time to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the Effective Date number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term.requested delivery date for each Batch (each, CUSTOMER a “Purchase Order”); provided, that all Purchase Orders shall provide Supplier be in full batch quantities. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for Productsquantities of Product in excess of the Firm Commitment shall be submitted by Client at least 150 days in advance of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order, based on the Lead Time for Catalent shall issue a written acknowledgement (each, an “Acknowledgement”) that it accepts or rejects such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable ProductsPurchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested or set forth a reasonable alternative delivery date; (d) , and shall include the delivery destination; and, (e) Processing Date. Catalent may reject any special shipping instructions regarding the Products. Each Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement. C. Notwithstanding Section 4.3(B), Catalent shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make use commercially reasonable efforts to provide written notice to CUSTOMER supply Client with quantities of any rejection of Product set forth in a CUSTOMER Purchase Order within which are up to […***…] ]% in excess of Supplierthe quantities specified in the Firm Commitment, subject to Catalent’s receipt thereof but in no event greater than […***…]other supply commitments and manufacturing, packaging and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. equipment capacity. D. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementcontrol.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such ProductsBuyer agrees to submit to Seller a binding purchase order, which shall create a binding obligation to purchase such Products from Supplier within will specify, among other things, (i) the Lead Time quantity of NR Product ordered and (ii) the delivery date (the “Purchase Order”) at least [***] in advance of any required NR Product delivery date. All NR Product will be made available for the applicable Productspick up at Seller’s designated facility (“Seller’s Facility”). Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance will not vary by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within more than […***…] of Supplier’s receipt thereof but in no event greater than percent ([…***…], and such %) from the applicable Binding Forecast. Any terms contained in any Purchase Order which are inconsistent with the terms of this Agreement, shall be deemed accepted by Supplier if excluded and are of no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]force and effect. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplierthe terms of this Agreement shall prevail. Seller shall confirm to Buyer the receipt of each Purchase Order within [***] after receipt and provide to Buyer the dates by which Seller will deliver the NR Products to Seller’s acknowledgement thereof Facility. Legally binding obligations for the purchase of NR Products will be created when Buyer submits the Binding Forecast. Seller will fulfill Purchase Orders within the requested timeframe (either printed, stamped, typed or writtenbarring any Force Majeure Events), if any, . The minimum purchase order quantity shall be applicable to the purchase if any [***]kg and minimum pack size shall be [***]kg. The NR Product shall have a minimum remaining shelf life of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreement[***] upon availability at Seller’s Facility.

Purchase Orders. Upon By January 6, 2023, the Effective Date Parties will have discussed and during agreed on the Term., CUSTOMER timing for delivery of the Batches required to be delivered hereunder in Q1 2023 and Acorda shall provide Supplier with in connection therewith issue Purchase Orders for Productssuch Batches by such date and they shall be attached hereto as Exhibit D. For each Batch ordered by Acorda hereunder other than the Batches required to be delivered hereunder in Q1 2023 (per above), based on Acorda shall submit no later than [*****] prior to the Lead Time for such ProductsCOA Target Date a written purchase order (“Purchase Order”), which shall create a binding obligation to purchase such Products from Supplier within consistent with the Lead Time forecast for the applicable Productstime period. Purchase Orders submitted to Manufacturer shall specify Acorda’s purchase order number, the volume of Supplied Product, applicable COA Target Date (which shall be no earlier than [*****] following the date on which the Purchase Order is submitted), and any other elements necessary to ensure the timely Manufacture and shipment of the ordered Supplied Product. Purchase Orders may be entered into under this Agreement by Acorda or, with the consent of Acorda, any of its Affiliates, licensees, or collaboration partners. Each Purchase Order shall specify: include the commercial capsule pricing (aor Bulk Product pricing, if applicable) the quantity from Schedule 4, including but not limited to [*****] and part number of Products being ordered; (b) the applicable price; (c) price [*****]. The entity that executes a Purchase Order with Manufacturer shall be considered “Acorda” for all purposes of the requested delivery date; (d) Purchase Order and this Agreement and the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject considered a two party agreement between Manufacturer and such entity. For clarity, Purchase Orders for Supplied Product executed by an Affiliate, licensee, or collaboration partner of Acorda shall contribute to acceptance by SupplierMinimum Commitments, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within if any, […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing any, set forth on Supplier quotes (under this Agreement. Acorda shall remain liable to Manufacturer for the quoted price), the quoted price shall controlPurchase Orders placed by such entity as if such entity were Acorda. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions Promptly following receipt of a Purchase Order, Manufacturer shall issue a written acknowledgement (each, an “Acknowledgement”) that it accepts or Supplier’s acknowledgement thereof rejects such Purchase Order. Manufacturer shall accept any Purchase Order up and until the Reserved Capacity has been exhausted (either printedincluding accepting the Purchase Order partially) and shall not unreasonably reject any Purchase Order for the PSD-7. The Acknowledgement shall confirm the COA Target Date set forth in the Purchase Order or propose to Acorda a reasonable alternative delivery date, stampedwhich shall apply only if Acorda consents, typed or written)at its sole discretion, if any, shall be applicable to such alternative delivery date. The Parties will negotiate in good faith the purchase if acceptance by Manufacturer of any Purchase Orders in excess of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment greater of any such order the Firm Commitment or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementReserved Capacity for the applicable period.

Purchase Orders. Upon During the Effective Date and during Binding Portion of each Forecast, Buyer shall from time to time place written purchase orders (each, a “Purchase Order”) with Supplier for quantities of each Product at least one hundred twenty (120) days prior to the Term., CUSTOMER shall provide Supplier with delivery date specified in each respective Purchase Orders for Products, based on the Lead Time Order for such ProductsBinding Portion of the Forecast. In the event Buyer fails to provide a Purchase Order, which then the prior issuance of a Forecast shall, to the extent of the Binding Portion only, shall create be deemed to be a binding obligation to purchase Purchase Order as such Products from Supplier within the Lead Time for the applicable Productsterm is used herein. Each Purchase Order shall specify: will (a) specify the quantity and part number of Products being ordered; Product to be delivered, (b) specify the applicable price; quantity of Products, (c) specify the requested delivery date; date range within which Products must be delivered and (d) the specify no more than one (1) delivery destination; and, (e) any special shipping instructions regarding the Productslocation for all Products referenced therein. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier (including, if no such rejection notice is provided to CUSTOMER prior to applicable, the expiration of such […***…]. In the event Binding Portion of a conflict between the pricing in an accepted Forecast deemed to be a Purchase Order and the pricing as set forth above) shall constitute a firm offer by Buyer to purchase the quantity of Products at the Supply Price for delivery during the period specified. No later than the close of business on Supplier quotes the third (3rd) business day following the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions delivery of a Purchase Order, or Supplier shall notify Buyer if Supplier rejects the Purchase Order. No confirmation by Supplier shall be necessary in order to affect Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment acceptance of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementPurchase Order.

Purchase Orders. Upon A. Concurrently with the Effective Date submission of each Rolling Forecast, Palatin shall submit to Catalent a binding, non-cancelable purchase order for Product, specifying the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery datedate for each Batch (“Purchase Order”); (d) the delivery destination; andprovided, (e) any special shipping instructions regarding the Products. Each that each Purchase Order shall be subject for not less than the Firm Commitment (but only to the extent the Firm Commitment was not covered in a previous Purchase Order). Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Palatin at least *** in advance of the delivery date requested in the Purchase Order. B. Within *** after receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance by SupplierAcknowledgement shall either confirm the delivery date set out in the Purchase Order or provide a reasonable alternative delivery date (which, such acceptance in any event, shall be ***), and shall include the Processing Date. Catalent may reject any Purchase Order in excess of the Firm Commitment or otherwise not to be unreasonably withheld or delayed. Supplier given in accordance with this Agreement; provided, however, that Catalent shall make use its commercially reasonable efforts to provide written notice supply Palatin with quantities of Product which are up to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] * in excess of Supplierthe quantities specified in the Firm Commitment, subject to Catalent’s receipt thereof but in no event greater than […***…]other supply commitments and manufacturing, packaging and such equipment capacity. A properly submitted Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration *** within *** after receipt of such […***…]. Purchase Order. C. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none shall control unless the terms of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to Order expressly override the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementterms set forth herein.

Purchase Orders. Upon the Effective Date and From time to time during the Term., CUSTOMER Triangle shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for Product at the applicable Productsprice by means of purchase orders submitted to Abbott. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order purchase order shall be subject governed by the terms of this Agreement and none of the terms or conditions of Triangle's purchase orders, ▇▇▇▇▇▇'▇ acknowledgment forms or any other forms exchanged by the Parties shall be applicable, except those, to acceptance by Supplierthe extent consistent with the terms set forth herein, such acceptance not to be unreasonably withheld or delayedspecifying quantity ordered, delivery locations and delivery schedule and invoice information. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER All purchase orders for delivery of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but Product which satisfy the lead and delivery time parameters set forth in no event greater than […***…], and such Purchase Order Exhibit 4.1 attached hereto shall be deemed accepted by Supplier ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall use its Reasonable Best Efforts to supply Triangle with any Product in excess of this amount, if no requested. All other purchase orders must be accepted or rejected by Abbott, in writing, by facsimile or air courier, within *** after receipt from Triangle. If Abbott does not provide such notice of acceptance or rejection within *** , it shall have been deemed to have accepted such purchase orders in full. All orders for Product shall be placed in multiples of *** batch sizes (or such smaller batch size as Abbott specifies in writing). Triangle shall cooperate with Abbott upon request to review Triangle's non-binding anticipated requirements of Product for any twelve (12) month period during the Term. Triangle may cancel all or a part of any purchase order by providing Abbott written notice is provided to CUSTOMER delivered prior to the expiration commencement of production by Abbott of Product covered by such […***…]purchase order. In the event of Triangle cancels a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions ---------- *** Portions of this Agreement page have been omitted pursuant to a request for Confidential Treatment and that none of filed separately with the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementCommission.

Purchase Orders. Upon A. From time to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the Effective Date number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term., CUSTOMER shall provide Supplier specified delivery date for each Batch (“Purchase Order”) in accordance with Attachment C and in the form attached hereto as Exhibit II. Purchase Orders for Products, based on the Lead Time for such Products, which quantities of Product shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number be submitted by Client at least [*] in advance of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; anddate requested in the Purchase Order, unless otherwise agreed by Catalent. B. Promptly (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order and within […***…] of Supplier’s ]) following receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or Supplierrejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery date consistent with Catalent’s acknowledgement thereof obligations hereunder, and shall include the Processing Date. Catalent shall accept any Purchase Order (either printedi) for [*], stampedas long as it is [*] of the Firm Commitment for such period, typed or writtenand (ii) for Contract Year 3 and each Contract Year thereafter, as long as it is [*] of the Firm Commitment for such Period, in each case rounded up to the nearest whole number of Batches (the “Catalent Commitment”). Catalent may reject any Purchase Order in excess of the Catalent Commitment (subject to Section 4.3(C)), if any, shall be applicable to the purchase if any of the foregoing is or otherwise not given in addition to or in conflict accordance with this Agreement. A general or standard acknowledgment of any such order or the making of delivery Catalent shall be required to accept an otherwise conforming Purchase Order and shall Process and deliver Product in conformity with respect thereto shall in no case be construed as an amendment to Purchase Order and this Agreement.

Purchase Orders. Upon the Effective Date and during the Term.The AMS Systems marketed, CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…]licensed, and such sold by MRI pursuant to Section 3 may also be branded and sold under the MRI trademarks; provided, that MRI shall include, and shall not remove, any AMS trademarks from the AMS System, the AMS System packaging and/or materials. MRI shall purchase from AMS and AMS agrees to sell to MRI the AMS System in the amounts, prices, and quantities and pursuant to terms specified in written purchase orders mutually agreed upon by the Parties (each a “Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided Order”). Notwithstanding the foregoing, the prices offered to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing MRI or set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order Order(s) shall be governed comparable to or more favorable to MRI than the prices offered by AMS to any of its other resellers or customers during the provisions Term of this Agreement, including any renewal hereof. If at any time during the Term of this Agreement and that none or any renewal hereof, AMS contracts or has contracted, with any other reseller or customer for the purchase or license of the provisions AMS System pursuant to a grant substantially the same as the grant in this Section 3 on a basis that provides prices to the reseller or customer for AMS more favorable than those provided MRI hereunder, then (i) AMS shall, within thirty (30) calendar days after the effective date of a Purchase Ordersuch other contract, notify MRI in writing of such fact, explaining the more favorable basis in reasonable detail subject to any restrictions on confidentiality; and (ii) this Agreement shall be amended to provide the more favorable prices, benefits, or Supplier’s acknowledgement thereof (either printedterms to MRI; provided, stampedhowever, typed or written), if any, that MRI shall be applicable have the right and option at any time to the purchase if any of the foregoing is in addition decline to or in conflict with this Agreement. A general or standard acknowledgment of any accept such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementchange.

Purchase Orders. Upon Purchaser shall purchase Product by written purchase orders (“Purchase Orders”), submitted to VIVUS at least [***] in advance of the Effective Date and during the Term.desired shipment date specified therein. For each calendar quarter, CUSTOMER Purchaser shall provide Supplier with be required to submit Purchase Orders for Products, based on at least [***] of the Lead Time quantities in the Forecast for such Productscalendar quarter submitted by Purchaser to VIVUS [***] months prior to the start of such calendar quarter (the “Binding Forecast”), which shall create a binding and VIVUS will have no obligation to purchase supply Product in excess of [***] ([***]) of the quantity specified in such Products from Supplier within the Lead Time for the applicable ProductsBinding Forecast, but will use Commercially Reasonable Efforts to supply such excess Product. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) , at a minimum, the applicable price; (c) volume of each dosage strength of Product ordered, and the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s Upon receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable subject to the purchase if provisions of Section 2.1, VIVUS shall supply the Product in such quantities and deliver the Product to Purchaser (or Purchaser’s designee) on such delivery dates. VIVUS is not obligated to accept verbal orders of any kind for the supply of Product hereunder. To the extent there is any conflict or inconsistency between this Agreement and any Purchase Order, this Agreement shall govern. If a new Third Party manufacturer has been appointed by VIVUS, then the lead times (i.e. the time between the finalizing of a Purchase Order and the delivery of the foregoing is in addition Product) for Purchase Orders set forth above may not be lengthened without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned, or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementdelayed.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) During the quantity Term, the Company may issue Purchase Order(s) to the Contractor. Upon receipt of a Purchase Order by the Contractor, the Purchase Order will form part of this Contract and part number of Products being ordered; the Contractor must supply the Services under the Purchase Order, in accordance with this Contract. (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject Prior to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of issuing a Purchase Order, the Company may make a request to the Contractor to perform Services (Request). If the Company makes a Request, the Contractor must, within 3 Business Days of receipt of the Request (or Supplier’s acknowledgement thereof (either printed, stamped, typed such other time specified in the Request or writtenagreed between the parties), confirm its availability to complete the Services in accordance with the Request and, if anyrequired, shall be applicable provide the Company with a firm price to perform the Services requested (calculated in accordance with Schedule 3) and provide any other information the Company has requested. If the information provided to the purchase if any Company by the Contractor under this clause 2(b) is acceptable to the Company, the Company may then issue a Purchase Order with respect to the Request. (c) By commencing performance of the foregoing Services under a Purchase Order, the Contractor agrees to be bound by the terms of the Purchase Order and this Contract, whether the Services under the Purchase Order commenced before, on or after the date of this Contract. (d) Any attempt by the Company to obtain the Services from the Contractor other than by issuing a Purchase Order does not constitute an order for those Services, and the Company is not liable to pay the Contractor for any such Services unless and until a Purchase Order is issued in addition to or in conflict accordance with this Agreement. A general or standard acknowledgment Contract. (e) The Company must not issue, and the Contractor must not accept, any new Purchase Order after the end of the Term. (f) If the Company has issued a Purchase Order prior to the end of the Term, but the Contractor has not fulfilled its obligations in respect of that Purchase Order, then: (i) the Purchase Order will continue in accordance with its terms and the terms of this Contract, until each party has fulfilled its obligations in respect of the Purchase Order; and (ii) the Term is extended solely for the purpose of allowing completion of the Purchase Order, but the Company must not issue, and the Contractor must not accept, any such order or new Purchase Order under this Contract after the making expiry of delivery with respect thereto shall in no case be construed as an amendment to this Agreementthe unextended Term.

Purchase Orders. Upon Within [*] of the Effective Date first day of each month during. the --------------- Term, TiVo shall deliver to Quantum a purchase order (a "Purchase Order") that orders (i) not fewer than [*] of the number of Hard Disk Drives (the "Forecasted Amount") forecast in the previous month pursuant to Section A of this Exhibit to be purchased in such month and during (ii) not more than [*] of the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable ProductsForecasted Amount. Each Purchase Order shall specify: (a) the quantity and part number specify whether TiVo desires [*] Hard Disk Drives, [*] Hard Disk Drives or a particular combination thereof. All Purchase Orders shall be in writing, provided however, that an order may be initially placed orally, by telecopy or fax if a confirmational written Purchase Order is received by Quantum within [*] of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; andsuch oral, (e) any special shipping instructions regarding the Productstelecopy or fax order. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance request a shipping date (a "Shipping Date") of the Hard Disk Drives ordered thereby not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater earlier than […***…], and ] (or such sooner time as Quantum may approve in writing following TiVo's request) from the date of such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided and not later than [*] following the last day of the Term. Purchase Orders submitted to CUSTOMER prior Quantum from time to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order time hereunder shall be governed by the provisions terms of this Agreement only, and nothing contained in any such Purchase Order shall in any way modify this Agreement or add any term or condition hereto. TiVo shall not deliver to Quantum any Purchase Order that none orders a number of Hard Disk Drives whose aggregate cost hereunder exceeds the provisions of a credit limit established by Quantum with respect to TiVo, and Quantum shall have no obligation with respect to any Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any Order delivered in breach of the foregoing is in addition to or in conflict with this Agreementobligation. A general or standard acknowledgment Quantum shall notify TiVo of any the amount of such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementcredit limit upon request.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) During the quantity and part number Term, the Company may issue Purchase Order(s) to the Supplier. Upon receipt of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each a Purchase Order shall be subject to acceptance by the Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER the Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions will form part of this Agreement and that none the Supplier must supply the Goods or Services, in accordance with this Agreement, including the Purchase Order. (b) Prior to issuing a Purchase Order for Services, the Company may make a request to the Supplier to perform services (Request). If the Company makes a Request, the Supplier must, within 5 Business Days of receipt of the provisions Request (or such other time specified in the Request or agreed between the parties), confirm its availability to complete the services in accordance with the Request and, if required, provide the Company with a firm price to perform the services requested and provide any other information the Company has requested. If the information provided to the Company by the Supplier under this clause 2(b) is acceptable to the Company, the Company may then issue a completed Purchase Order with respect to the Request. (c) Any attempt by the Company to obtain Goods or Services from the Supplier under this Agreement other than by issuing a Purchase Order does not constitute an order for those Goods or Services, and the Company is not liable to pay the Supplier for any such Goods or Services unless and until a Purchase Order is issued in accordance with this Agreement. (d) The Company must not issue, and the Supplier must not accept, any new Purchase Order after the end of the Term. (e) If the Company has issued a Purchase Order prior to the end of the Term, but the Supplier has not fulfilled its obligations in respect of that Purchase Order, or Supplier’s acknowledgement thereof then: (either printedi) the Purchase Order will continue in accordance with its terms and the terms of this Agreement, stamped, typed or written), if any, shall be applicable to the purchase if any until each party has fulfilled its obligations in respect of the foregoing Purchase Order; and (ii) the Term is in addition to extended solely for the purpose of allowing Delivery of the Goods or in conflict with Completion of the Services (as the case may be) under the Purchase Order, but the Company must not issue, and the Supplier must not accept, any new Purchase Order under this Agreement. A general or standard acknowledgment Agreement after the expiry of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementunextended Term.

Purchase Orders. Upon the Effective Date 7.1 Buyer shall place orders for API in accordance with this Agreement and during the TermSupplier constraints as expressed hereunder (a “Purchase Order”). Supplier’s form of a Purchase Order is annexed hereto as Exhibit 4 and made a part hereof as if set out verbatim., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each 7.2 Such Purchase Order shall specify: (a) the quantity and part number be placed with a lead time of Products being ordered; (b) the applicable price; (c) [***] prior to the requested delivery date; (d) the delivery destination; and, (e) . 7.3 Supplier shall accept or reject any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order placed in accordance with the Forecast within […***…] of Supplier’s receipt thereof but receipt; and if not timely rejected in no event greater than writing within the aforesaid […***…] period ([***]), and such the Purchase Order shall be deemed automatically accepted without the need for any further action or deed. In the event that Buyer places Purchase Orders in excess of the Max Capacity or the Forecast then Supplier shall, subject to Section 4, make reasonable commercial efforts to accept such Purchase Orders subject to it adjusting the times and pricing as may be required to meet such additional demand, 7.4 Upon acceptation by Supplier if no such rejection notice is provided to CUSTOMER prior to Supplier, the expiration of such […***…]Purchase Order will become firm and binding between the Parties. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none a Purchase Order then the terms of this Agreement shall control for all purposes unless otherwise agreed to by the provisions of Parties In writing in the Purchase Order. Furthermore any standard terms and conditions sent with or attached to a Purchase Order, its acceptance, a ▇▇▇▇ of lading, an invoice or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, any other standard document issued by a Party shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment not apply to this Agreement.,

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) PGT shall order Products from Cardinal pursuant to and in accordance with separate PGT standard purchase orders or other related documentation (collectively, the quantity ’’Purchase Orders”). Such Purchase Orders shall specify quantities of the Products, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Products (with release schedules, delivery orders or equivalent notices) and no other terms or conditions. Upon a Purchase Order being executed, or acceptance thereof confirmed electronically, by the Parties, the provisions of such Purchase Order respecting quantities of the Products, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Products (with release schedules, delivery orders or equivalent notices) shall be binding upon Cardinal and PGT, and shall be deemed to constitute a part number of Products being ordered; this Agreement as if fully set forth herein. (b) Cardinal will accept and confirm, or reject, each Purchase Order in writing to PGT within two business days of receipt of the applicable price; Purchase Order from PGT. (c) Products shipped to PGT that exceed the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing quantity indicated in an accepted Purchase Order by more than five percent may be returned to Cardinal by PGT at Cardinal’s cost and the pricing set forth on Supplier quotes expense. (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such d) No term or condition of any Purchase Order shall be governed submitted by the provisions PGT that contradicts or is inconsistent with this Agreement, or creates additional or new duties and obligations for Cardinal, will become part of this Agreement and that none unless an authorized officer of the provisions of a Purchase Order, Cardinal agrees to such other term or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable condition as an amendment to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general No term or standard acknowledgment condition of any Purchase Order acceptance or acknowledgment submitted by Cardinal that contradicts or is inconsistent with this Agreement will become part of this Agreement unless an authorized officer of PGT agrees to such order other term or the making of delivery with respect thereto shall in no case be construed condition as an amendment to this Agreement.

Purchase Orders. Upon A. From time to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the Effective Date number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term.requested delivery date for each Batch (“Purchase Order”). Concurrently with the submission of each Rolling Forecast, CUSTOMER Client shall provide Supplier with submit a Purchase Order for the Firm Commitment. Purchase Orders for Productsquantities of Product in excess of the Firm Commitment shall be submitted by Client at least [***] in advance of the delivery date requested in the Purchase Order. B. Promptly (but not later than [***]) following receipt of a Purchase Order, based on the Lead Time for Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable ProductsPurchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order shall specify: or set forth a reasonable alternative delivery date (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance date not to be unreasonably withheld later than [***] after the delivery date set forth in such Purchase Order), provided the Client-supplied Materials have been provided to Catalent [***] prior to the delivery date and the Purchase Order is not in excess of the Firm Commitment, and shall include the delivery date. Subject to Section 4.3(C), Catalent may reject any Purchase Order in excess of the Firm Commitment or delayedotherwise not given in accordance with this Agreement. Supplier Catalent shall make accept any Purchase Orders that are consistent with the Firm Commitment and Section 4.3(C). C. Notwithstanding Section 4.3(B), Catalent shall supply Client with, and shall use commercially reasonable efforts to provide written notice supply Client in excess of, quantities of Product which are up to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplierthe quantities specified in the Firm Commitment, subject to Catalent’s receipt thereof but in no event greater than […***…]other supply commitments and manufacturing, packaging and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. equipment capacity. D. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementcontrol.

Purchase Orders. Upon the Effective Date and 6.1 Veraz will provide ECI from time to time during the Term., CUSTOMER shall provide Supplier term hereof with Purchase Orders in the form attached hereto as Exhibit 6.1 for Productseach Product covered by a Forecast that Veraz chooses to order, based on the Lead Time for such ProductsECI’s acceptance. Any Purchase Order may be submitted either by Veraz U.S. or Veraz Israel, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Productsat Veraz’s sole discretion. Each Purchase Order shall specify: (a) specify the quantity of Products to be provided in the relevant period, the relevant price and part the requested delivery schedules, and shall be accompanied with a copy of the customer’s purchase order. ECI shall accept any Purchase Order that is for a number of products that does not exceed the amount of such Product in the then most recent Forecast, provided, however, that in no event shall ECI be required to accept a Purchase Order, if such Purchase Order calls for the manufacture within a period of seven (7) days or less, of a number of Products being ordered; (b) that is 20% or more of the applicable price; (c) amount in the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld most recent Forecast accepted or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no ECI in accordance with the provisions of Section 2 above, divided by four (4). 6.2 The parties agree to attempt to develop a commercially reasonable mechanism to record Products in ECI’s inventory if, at the end of any quarter, such rejection notice Products have been shipped but have not been recognized as a sale on the financial records of ECI or Veraz due to “Staff Accounting Bulletin 101” accounting requirements. 6.3 Veraz may, at any time and without charge, cancel any Purchase Order or reschedule the delivery of Products ordered under any Purchase Order which it can substantiate as having been cancelled or rescheduled in response to a cancellation or request for reschedule received from a customer of Veraz. Any such request for reschedule that is provided to CUSTOMER prior to initiated by Veraz shall take into consideration the expiration new requested delivery date received from a customer of such […***…]. Veraz. 6.4 In the event of a conflict between the pricing failure by ECI to supply Products specified in an accepted any Purchase Order pursuant to their requested delivery dates therein, and provided further that such failure does not arise out of or result from the pricing set forth on Supplier quotes (fault of Veraz, then the quoted price), amount due from Veraz to ECI 9. under this Agreement with respect to such Products shall be reduced by any reasonable price reduction or financial concession that Veraz is contractually obligated to provide to any affected customer of Veraz as the quoted result of such delay in delivery. If Veraz anticipates that it will be required to reduce its price shall control. Furthermoreor provide a financial concession to a customer due to any such delay, it is agreed that each will inform ECI promptly of such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, potential reduction in price or Supplier’s acknowledgement thereof (either printed, stamped, typed or written)financial concession. As to such matter, if anyECI delivers Products to Veraz after their requested delivery dates, shall be applicable but before their scheduled date of delivery by Veraz to the purchase if any of the foregoing is in addition affected customers, Veraz will use a reasonable expedited delivery service to or in conflict with this Agreement. A general or standard acknowledgment of attempt to avoid any such order reduction in price or financial concession that it would otherwise be required to pay to its affected customers. In such event, ECI will reimburse Veraz for reasonable expedited charges that Veraz incurs to expedite the making delivery of Products to meet their scheduled delivery dates with respect thereto shall in no case be construed as an amendment to this AgreementVeraz’s customers.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) PGTI shall order Products from Cardinal pursuant to and in accordance with separate PGTI standard purchase orders or other related documentation (collectively, the quantity “Purchase Orders”). Such Purchase Orders shall specify quantities of the Products, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Products (with release schedules, delivery orders or equivalent notices) and no other terms or conditions. Upon a Purchase Order being executed, or acceptance thereof confirmed electronically, by the Parties, the provisions of such Purchase Order respecting quantities of the Products, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Products (with release schedules, delivery orders or equivalent notices) shall be binding upon Cardinal and PGTI, and shall be deemed to constitute a part number of Products being ordered; this Agreement as if fully set forth herein. (b) Cardinal will accept and confirm, or reject, each Purchase Order in writing to PGTI within two business days of receipt of the applicable price; Purchase Order from PGTI. (c) Products shipped to PGTI that exceed the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing quantity indicated in an accepted Purchase Order by more than five percent may be returned to Cardinal by PGTI at Cardinal’s cost and the pricing set forth on Supplier quotes expense. (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such d) No term or condition of any Purchase Order shall be governed submitted by the provisions PGTI that contradicts or is inconsistent with this Agreement, or creates additional or new duties and obligations for Cardinal, will become part of this Agreement and that none unless an authorized officer of the provisions of a Purchase Order, Cardinal agrees to such other term or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable condition as an amendment to the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general No term or standard acknowledgment condition of any Purchase Order acceptance or acknowledgment submitted by Cardinal that contradicts or is inconsistent with this Agreement will become part of this Agreement unless an authorized officer of PGTI agrees to such order other term or the making of delivery with respect thereto shall in no case be construed condition as an amendment to this Agreement.

Purchase Orders. Upon the Effective Date and during (a) During the Term, Allos shall purchase and Hovione shall supply at least the percentage of Allos’s annual API requirements stated in Attachment B under “1. API Purchase/Supply Minimums.” (b) During the Commercial Supply Phase, CUSTOMER Allos shall provide Supplier Hovione with Purchase Orders on Allos’s forms for Products, based on [ * ] at least [ * ] before the Lead Time for start of such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products[ * ]. Each Purchase Order shall be formally accepted by Hovione within [ * ] of its transmission, and shall not be rejected unless Allos has either not observed the [ * ] of each Delivery Forecast (subject to Section 4.3(c)) or materially breached the Agreement and despite written notice from Hovione has failed to cure such breach. Any Purchase Order not rejected by Hovione within [ * ] shall be deemed accepted. If there is a conflict between the terms contained in this Agreement and the terms contained in any of Allos’s standard form Purchase Orders, any delivery documents or in Hovione’s acceptance documents, the terms of this Agreement shall govern. (c) Each Purchase Order submitted to Hovione by SupplierAllos shall state the specific quantities of API requested by Allos, which shall be based on API batch sizes, the expected minimum size of which is provided in Attachment B under “3. Minimum API Lot Sizes for Pricing,” and shall include the expected delivery date(s) for such acceptance quantity of API ordered. Subject to Hovione’s written consent, which shall not to be unreasonably withheld or delayed. Supplier withheld, the aggregate Purchase Orders for a [ * ] shall make not be less than [ * ] nor more than [ * ] of the amount estimated for that [ * ] in the most recent Delivery Forecast for that quarter; provided, that Hovione shall use its commercially reasonable efforts to provide written notice timely supply Purchase Orders in excess of [ * ] of the applicable Delivery Forecast. Deliveries against Purchase Orders shall be made on the dates specified in the Purchase Order. (d) During the Commercial Supply Phase, Allos shall notify Hovione if Allos desires to CUSTOMER cancel or reduce the quantities of any rejection of API ordered in a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed that has been accepted by Supplier if no Hovione. If such rejection notice notification is provided to CUSTOMER Hovione less than [ * ] prior to the expiration requested delivery date for API contained in such Purchase Order, Allos shall be solely liable to Hovione for: (i) losses actually incurred (as evidenced by written documentation) because of such […***…]. In the event underutilization of a conflict between the pricing operational portion of the Facility that would have ordinarily been used in an accepted API Manufacturing but could not be rescheduled for other uses, and (ii) the costs of Raw Materials purchased by Hovione to Manufacture that Purchase Order and (including Waste disposal costs) that could not be returned for credit or refund by Hovione or that could not be used by Hovione for other purposes, including subsequent API Manufacturing. Such losses for each cancelled kilogram of API shall not exceed the pricing amount set forth on Supplier quotes in Attachment B for that quantity of API. (e) If, in Allos’ sole discretion, at the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions time of this Agreement and that none of the provisions of placing a Purchase Order, Allos pays to Hovione a non-refundable pre-payment equal to [ * ] of the value of such Purchase Order, then Hovione will be deemed to have expressly waived the Commercial Phase minimum campaign size requirement set forth in Attachment B under “3. Minimum API Lot Sizes for Pricing,” in connection with such Purchase Order and Allos shall have the right to cancel all or Supplier’s acknowledgement thereof part of such Purchase Order; provided, however, that in no event shall Hovione be required to produce any campaign smaller than the minimum Launch Phase campaign size requirement set forth in Attachment B under “3. Minimum API Lot Sizes for Pricing,” in connection with any other Purchase Order. If Allos cancels the quantities of API ordered in a Purchase Order, Hovione will retain the pre-payment amount and the payment obligations contained under Section 4.3(d) above will not apply. Notwithstanding the foregoing, Hovione retains the right to cancel the terms of this Section 4.3(e) upon [ * ] prior written notice to Allos. (either printedf) Hovione, stamped, typed or written), if anyon at least a monthly basis, shall provide Allos with a written schedule of all then-outstanding accepted Purchase Orders for API, including the expected delivery date(s). If the Parties establish access to Hovione’s computer systems as provided in Section 2.3(c) above, Allos will also be applicable able to obtain on-line information on the purchase if any of then-outstanding accepted Purchase Orders for API, including the foregoing expected delivery date(s). If such computer access is in addition made available to or in conflict with this Agreement. A general or standard acknowledgment of any Allos, Hovione will provide reasonable assistance and training to Allos to ensure that: (i) on-line access is adequately established and maintained at Allos’s facilities; and (ii) the appropriate Allos personnel are able to access such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementinformation.

Purchase Orders. Upon A. Concurrently with the Effective Date submission of each Rolling Forecast, Palatin shall submit to Catalent a binding, non-cancelable purchase order for Product, specifying the Batch size (to the extent the Specifications permit Batches of different sizes) and during the Term., CUSTOMER shall provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; (b) the applicable price; (c) the requested delivery datedate for each Batch (“Purchase Order”); (d) the delivery destination; andprovided, (e) any special shipping instructions regarding the Products. Each that each Purchase Order shall be subject for not less than the Firm Commitment (but only to the extent the Firm Commitment was not covered in a previous Purchase Order). Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Palatin at least [***] in advance of the delivery date requested in the Purchase Order. B. Within [***] after receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance by SupplierAcknowledgement shall either confirm the delivery date set out in the Purchase Order or provide a reasonable alternative delivery date (which, such acceptance in any event, shall be [***] ), and shall include the Processing Date. Catalent may reject any Purchase Order in excess of the Firm Commitment or otherwise not to be unreasonably withheld or delayed. Supplier given in accordance with this Agreement; provided, however, that Catalent shall make use its commercially reasonable efforts to provide written notice supply Palatin with quantities of Product which are up to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] in excess of Supplierthe quantities specified in the Firm Commitment, subject to Catalent’s receipt thereof but in no event greater than […***…]other supply commitments and manufacturing, packaging and such equipment capacity. A properly submitted Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. ] within [***] after receipt of such Purchase Order. C. In the event of a conflict between the pricing in an accepted terms of any Purchase Order or Acknowledgement and the pricing set forth on Supplier quotes (the quoted price)this Agreement, the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions terms of this Agreement and that none shall control unless the terms of the provisions of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to Order expressly override the purchase if any of the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementterms set forth herein.

Purchase Orders. Upon the Effective Date All purchase orders submitted by Buyer for Products and during the Term., CUSTOMER Parts (“Purchase Orders”) shall provide Supplier with be in writing in a form acceptable to SERCOMM. Purchase Orders for Productsshall reference this Agreement, based on and shall contain the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall specifyfollowing: (a) a description of the quantity Products and part number of Products being ordered; Parts to be purchased (b) the applicable price; quantity of Products and Parts to be purchased, (c) the requested delivery date; dates with an order lead time equal to or greater than the order lead time set forth in the Special Terms, (d) the delivery destination; and, (e) any special confirmation of price, (f) shipping instructions regarding the Productsmethod and (g) requested ex factory date. Each All Purchase Order Orders shall be subject to acceptance governed exclusively by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER the terms and conditions of any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in no event greater than […***…]this Agreement, and such Purchase Order any terms or provisions on Buyer’s purchase order forms or the like or SERCOMM’s acknowledgements thereof that are inconsistent with those contained in this Agreement shall be deemed accepted by Supplier if have no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall controlforce or effect whatsoever. Furthermore, it is agreed provided that each such Purchase Order shall be governed by the provisions of both parties agree to implement EDI under this Agreement and that none of the provisions of a EDI system is established, all Buyer “Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), if any, Orders” shall be applicable to the purchase if submitted by Buyer or any of its representatives who has been previously authorized or designated by Buyer, and SERCOMM agrees to receive the foregoing is respective Purchase Orders, by fax or Electronic Data Interchange (“EDI”). All costs incurred by both parties to implement such EDI system and to maintain such EDI capability shall be at either party’s sole cost, expense and risk. Buyer agrees that it shall not contest the validity or enforceability of EDI documents based on their electronic format. EDI documents or printouts thereof shall constitute originals when maintained in addition to or in conflict with this Agreementthe normal course of business. A general or standard acknowledgment Buyer agrees that Buyer will assume any risks and damages incurred by Buyer as a result of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to implementing EDI under this Agreement.

Purchase Orders. Upon (a) From time to time as provided in this Section 4.2(a), Client shall submit to PCI a binding, non-cancelable purchase order for Packaging specifying the Effective Date number of Batches, in whole Batch increments, to be Packaged, the Batch size (to the extent the Specifications permit Batches of different sizes), the proposed delivery date(s) for each Batch, and during the Term.lot numbers to be applied to such Batches (“Purchase Order”). Concurrently with the submission of each Rolling Forecast, CUSTOMER Client shall provide Supplier with submit a Purchase Order for the portion of the Firm Commitment which is not already subject to Purchase Order. Purchase Orders for Products, based on Packaging quantities of Bulk Product in excess of the Lead Time for such Products, which Firm Commitment shall create a binding obligation to purchase such Products from Supplier within be submitted by Client at least […***…] days in advance of the Lead Time for delivery date(s) requested in the applicable Products. Each Purchase Order shall specify: (a) the quantity and part number of Products being ordered; Order. (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Provided that a Purchase Order shall be subject to acceptance by Supplieris consistent with the Firm Commitment and other terms and conditions of this Agreement, such acceptance not to be unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of any rejection of a CUSTOMER Purchase Order within […***…] days following receipt of Supplier’s receipt thereof but a Purchase Order, PCI may issue a written acknowledgement to Client that it accepts such Purchase Order with the proposed delivery date(s) or reasonable alternative delivery date(s), in no which event greater than the parties shall promptly reach mutual agreement on acceptable delivery date(s). The term “Delivery Date(s)” refers to the firm date(s), as agreed upon by the parties pursuant to this Section 4.2(b), upon which PCI must deliver to Client or authorized agent of Client the Packaged Products. (c) PCI reserves the right to reject the portion of any Purchase Orders in excess of […***…]% of the Firm Commitment or otherwise not given in accordance with this Agreement. (d) Notwithstanding Section 4.2(c), PCI shall use commercially reasonable efforts to Package Bulk Product in excess of the quantities specified in the Firm Commitment, subject to PCI’s other supply commitments and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided packaging and equipment capacity; provided, *** Confidential Treatment Requested that PCI’s failure to CUSTOMER prior to the expiration Package Bulk Product quantities in excess of such […***…]. In % of the event of quantities specified in the Firm Commitment shall not constitute a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions breach of this Agreement and that none by PCI. Within […***…] days of the provisions receipt of a Purchase OrderOrder for quantities of Packaged Product in excess of the applicable Rolling Forecast, or SupplierPCI will notify Client of PCI’s acknowledgement thereof capacity to supply such excess quantity. (either printed, stamped, typed or written)e) Notwithstanding any amounts due to PCI under Section 7.1, if anyClient fails to place Purchase Orders sufficient to satisfy the Firm Commitment, shall be applicable Client shall, within […***…] days of receipt of invoice, pay to PCI the purchase Pricing for all Bulk Product that would have been Packaged if any of Client had placed Purchase Orders sufficient to satisfy the foregoing is in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this AgreementFirm Commitment.

Purchase Orders. Upon the Effective Date and during the Term., CUSTOMER 5.3.1. Customer shall provide Supplier BVL with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation its Product requirements not less than **** (****) days prior to purchase such Products from Supplier within the Lead Time for the applicable Productsits anticipated delivery date. Each Purchase Order shall specify: (a) Customer may increase the quantity and part number or accelerate the scheduled Manufacturing Date of Products being ordered; (b) any Firm Order with the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order shall be subject to acceptance by Supplierwritten consent of BVL, such acceptance consent not to be unreasonably withheld or delayed, provided however, that: (i) BVL shall not be required to implement such alteration if it cannot reasonably or practicably do so; and/or (ii) BVL shall provide a quotation for the additional fee, if any, required to implement such increase or acceleration and Customer shall provide authorization for such fee. Supplier Such Purchase Orders shall make commercially reasonable efforts be subject to provide written notice acceptance by BVL. BVL will respond to CUSTOMER of any rejection of a CUSTOMER Customer’s Purchase Order with either a confirmation or proposed modification as to delivery date within […***…] of Supplier’s receipt thereof but in no event greater than […* (***…]*) business days of receipt by BVL. Customer may, and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided in its sole discretion, decrease, postpone or cancel any Firm Order, subject to CUSTOMER prior to the expiration of such […***…]. In the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions Paragraph 6.5. Any terms or conditions of a Purchase Order, acknowledgement or Supplier’s acknowledgement thereof similar standardized form given or received pursuant to this Agreement that are additional or inconsistent with this Agreement shall have no effect and are hereby excluded, unless this Section is expressly referenced by the Parties. 5.3.2. Unless mutually agreed no later than **** days prior to the date of manufacture, BVL will notify Customer of said date of manufacture. The date of manufacture shall not be more than **** calendar days prior to the delivery date. 5.3.3. Notwithstanding the foregoing, to the event that either (either printedi) Customer, stampedin its good faith judgment, typed or written)determines that a Product, if anyManufactured, shall will not be applicable marketable in the Territory and that the cause for such non-marketability is solely and proximately the responsibility of BVL, (ii) the Products of Manufacture are subject to the purchase if any consent decree or any of the foregoing is remedial actions, investigations or adverse events described in addition to Article III hereof or in conflict with (iii) BVL has breached its representations, warranties, or other obligations under of this Agreement, then Customer shall have the right, at its Product until such time as the cause giving rise to the non-marketability of the Product is abated. A general or standard acknowledgment The Parties shall cooperate in good faith to schedule Manufacturing of any such order or the making of delivery with respect thereto shall in no case be construed effected Products as an amendment to this Agreementsoon as reasonably practicable.

Purchase Orders. Upon Purchaser shall submit written purchase orders for Products to NEB (each, a “Purchase Order”) in accordance with the Effective Date minimum order quantity requirements set out in Exhibit A. Each Purchase Order must specify the quantity of each Product to be delivered as well as the delivery destination(s) and during delivery date(s) using delivery schedules and lead times as may be agreed upon by the Term.Parties, CUSTOMER provided that Purchaser shall provide Supplier with not specify lead times that are less than [**] from the date the Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to purchase such Products from Supplier within the Lead Time for the applicable ProductsOrder was received by NEB unless otherwise agreed in writing by NEB. Each Purchase Order will be binding on Purchaser and must be consistent with the binding portion of the Rolling Forecast. NEB shall specify: (a) notify Purchaser within [**] if the Purchase Order has been accepted; provided that NEB shall not unreasonably reject any Purchase Order so long as the quantity of Product ordered, cumulatively with all other Purchase Orders submitted to NEB for Product delivery during such [**], is equal to or less than the quantity of Product specified in the binding portion of the then-current Rolling Forecast and part number of Products being ordered; (b) the applicable price; (c) the requested delivery date; (d) the delivery destination; and, (e) any special shipping instructions regarding the Products. Each Purchase Order is otherwise compliant with the requirements of this Section 2.3. NEB shall be subject to acceptance by Supplier, such acceptance not to be unreasonably withheld or delayed. Supplier shall make use commercially reasonable efforts to provide written notice fill Purchase Orders for any quantity of Product that, alone or cumulatively with other Purchase Orders submitted to CUSTOMER of any rejection of a CUSTOMER Purchase Order within NEB for Product delivery during such […***…] of Supplier’s receipt thereof but in no event greater than […***…], and such Purchase Order shall be deemed accepted by Supplier if no such rejection notice is provided to CUSTOMER prior to exceeds the expiration of such […***…]. In amount specified in the event of a conflict between the pricing in an accepted Purchase Order and the pricing set forth on Supplier quotes (the quoted price), the quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none binding portion of the provisions then-current Rolling Forecast. Any Purchaser-proposed changes in the quantity, method of shipment, schedule or place of delivery after the submission of a Purchase Order, or Supplier’s acknowledgement thereof (either printed, stamped, typed or written), Order must be provided to NEB in writing and will only be effective if any, shall be applicable to the purchase if any of the foregoing is approved in addition to or in conflict with this Agreement. A general or standard acknowledgment of any such order or the making of delivery with respect thereto shall in no case be construed as an amendment to this Agreementwriting by NEB.