Common use of Purchase Orders Clause in Contracts

Purchase Orders. 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 number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly 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 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time 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 time as provided in this Section 4.3(A), Client purchase such Products from Supplier within the Lead Time for the applicable Products. Each Purchase Order shall submit to Catalent a binding, non-cancelable purchase order for Product specifying specify: (a) the quantity and part number of Batches to be Processed, Products being ordered; (b) the Batch size applicable price; (to the extent the Specifications permit Batches of different sizesc) and the requested delivery date for each Batch date; (“Purchase Order”)d) the delivery destination; providedand, that no (e) any special shipping instructions regarding the Products. Each Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted subject to acceptance by Client at least [***] days in advance of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase OrderSupplier, Catalent such acceptance not to be unreasonably withheld or delayed. Supplier shall issue a written acknowledgement (“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; provided, however, Catalent shall accept 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), Catalent shall use make commercially reasonable efforts to supply Client with quantities provide written notice to CUSTOMER of Product which are up to any rejection of a CUSTOMER Purchase Order within […***…] of Supplier’s receipt thereof but in excess 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 the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. such […***…]. In the event of a conflict between the terms of any pricing in an accepted Purchase Order or Acknowledgement and this Agreementthe pricing set forth on Supplier quotes (the quoted price), the terms 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 controlbe 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. 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 number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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 OrderOrder (“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. Promptly following receipt of Catalent shall confirm in writing that a Purchase Order, Catalent shall issue a Order has been accepted within [*] business days of receipt thereof by written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall include the Processing Date and 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. ; provided that any alternative delivery date proposed by Catalent may reject any Purchase Order in excess is within [*] business days of the Firm Commitment or otherwise not given delivery date set forth in accordance with this Agreement; provided, however, Catalent the Purchase Order. Catalent’s failure to timely provide an Acknowledgement shall accept any be deemed an acceptance of Client’s Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this AgreementOrder. C. Notwithstanding Section 4.3(B4.3(A), 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; provided, that Catalent’s failure to supply Client with quantities in excess of the quantities specified in the Firm Commitment shall not constitute a breach of this Agreement by Catalent. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided Sub-Distributor shall order Products in accordance with the terms and conditions of this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase Agreement. Each order for Product specifying the number purchase of Batches to be Processed, the Batch size Products (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (a “Purchase Order”); provided, that no ) must be submitted to Distributor by Sub-Distributor by email or Distributor’s electronic data interchange (EDI) system. Each Purchase Order shall specify (i) the quantity of Products being ordered, (ii) the applicable Wholesale Minimum Price for the Products ordered, (iii) the price to be paid by Sub-Distributor to Distributor for the Products ordered, (iv) payment terms granted by Distributor, and (v) the requested receipt date and delivery instructions for the applicable Products ordered. Receipt dates must be during the term of this Agreement, except Sub-Distributor may be for less than [***]. Concurrently with the submission of each Rolling Forecastrequest, Client shall submit subject to Distributor’s acceptance in Distributor’s sole and absolute discretion, a Purchase Order for with a requested receipt date after the Firm Commitment. Purchase Orders for quantities expiration or termination 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, Catalent shall issue a written acknowledgement (“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; provided, howeverin which case, Catalent shall accept any Purchase Order that meets if accepted by Distributor, the requirements terms and conditions of this Agreement if Client is not in arrears in paying amounts due and payable shall apply to such shipment, but under no circumstances should such shipment be deemed to be or construed as being a renewal or extension of this Agreement. C. Notwithstanding Section 4.3(B), Catalent shall use commercially reasonable efforts Agreement or the exclusivity rights granted to supply Client with quantities of Product which are up Sub-Distributor herein. The Parties agree that to [***] in excess the extent that any of the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments terms and manufacturing, packaging and equipment capacity. D. In the event conditions of a this Agreement conflict between or are inconsistent with the terms or conditions of any Purchase Order or Acknowledgement and this Agreementsubmitted by Sub-Distributor, the terms and conditions of this Agreement shall controlprevail 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 which case the terms and conditions set forth in such Purchase Order shall prevail and control to the extent of any such conflict or inconstancy.

Purchase Orders. A. From time Any Purchase Order is an offer by Customer to time Supplier to enter into the purchase agreement described by such Purchase Order and is exclusively subject to the terms of this Agreement along with any other, agreed to Specifications or requirements transmitted to Supplier by Customer in connection with the Purchase Order, and shall serve as provided the complete and exclusive statement of such agreement. Any terms or conditions contained in any quotation, acknowledgement, invoice or other communication by Supplier or Customer, which are inconsistent with this Section 4.3(A)Agreement or the Purchase Order, Client may be rejected. Supplier shall submit be deemed to Catalent have agreed to the Purchase Order (including any Specifications or requirements stated therein) when Supplier: a) Executes and returns a binding, non-cancelable purchase order for Product specifying countersigned copy of the number of Batches Purchase Order; b) Delivers a signed writing indicating its intent to be Processedbound by the Purchase Order; or c) Delivers to Customer any of the Products ordered. 4.1.1 Supplier shall not refuse or delay the acceptance of a Purchase Order issued in accordance with the Forecast and Specifications, nor shall Supplier frustrate the Batch size (good faith dealings between the Parties via modification of a Purchase Order. 4.1.2 Customer, 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 extent following table: [[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]] By the Specifications permit Batches end of different sizes) and the requested delivery date for each Batch (“Purchase Order”); providedprevious [***], that Customer shall deliver a rolling Forecast to Supplier. Supplier shall acknowledge receipt of each Forecast no Purchase Order may be for less later than [***]] business day following the date of receipt. Concurrently with The requirements of the submission Delivery Plan shall be as described in Section 9.2. The first [***] of each Rolling Forecast, Client Forecast (i.e. the Delivery Plan) shall submit a Purchase Order for the Firm Commitmentbe binding on Customer. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least Components having agreed lead times greater than [***] days shall also be binding on Customer, provided they are ordered in advance accordance with the rest of the delivery date requested Forecast, and Customer shall be liable for the corresponding mutually-agreed actual costs in the Purchase Order. B. Promptly following receipt event of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts cancellation or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm for failure to place 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 corresponding Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent the Forecast. Customer and Supplier shall accept any Purchase Order that meets the requirements agree upon a list of this Agreement if Client is not in arrears in paying amounts due and payable under 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 Components having a lead time greater than [***] in excess 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 quantities specified rescheduling of deliveries of Products, Components or Work in Progress for the portion that exceeds the permissible re-schedulable [***] referenced in the Firm Commitmentabove table. In some cases, subject certain Components may require air shipments or special price in order to Catalent’s other supply commitments accommodate an order increase beyond the shown flexibility level. In these cases, Supplier will present the associated cost to Customer to be approved in writing and manufacturing, packaging and equipment capacitywill charge the approved amount to Customer. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time 5.6.1 Subject to time as provided in the terms and conditions of this Section 4.3(A)Agreement, Client ▇▇▇▇▇▇ shall be bound to order one hundred percent (100%) of the 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, ▇▇▇▇▇▇ shall submit to Catalent a firm, binding, non-cancelable purchase order of its requirements for Bulk Drug Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, ) specifying (a) requested delivery dates for each batch and (b) the quantities of Bulk Drug Product that no Purchase Order may ▇▇▇▇▇▇ desires to be for less than [***]. Concurrently either (i) marked with the submission SANCTURA XR designation; (ii) unmarked; and/or (iii) ▇▇▇▇▇▇ Marked Capsules, provided that such breakdown corresponds to the 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 (10) days of receipt of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly following receipt of a Purchase Order, Catalent Indevus shall issue a written provide confirmation in writing of the 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 effected by or result from the receipt, acceptance, signing or acknowledgement (“Acknowledgement”) that it accepts of Purchase Orders or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm other business forms containing terms or conditions in addition to or different from the delivery date terms and conditions set forth in the Purchase Order or set forth a reasonable alternative delivery datethis Agreement, 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control. 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 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 Section 5.4.5.

Purchase Orders. A. From Astellas shall order Compounds and Non-Commercial Products by submitting written purchase orders, in such form as the parties shall agree from time to time as provided time, to Vical specifying the quantities of Compounds and Non-Commercial Products ordered (which shall be consistent with the requirements in this Section 4.3(A4.1), Client the type and form of Compounds and Non-Commercial Products ordered (i.e., Compounds, formulated bulk Non-Commercial Products and/or finished Non-Commercial Product), the desired shipment date for such Compounds and Non-Commercial Products and any special shipping instructions. Astellas shall order Compounds and Non-Commercial Products in lots of a defined number of units/lot pursuant to each purchase order as reasonably specified by Vical. Astellas shall submit to Catalent a binding, non-cancelable each purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than Vical at least […***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least …] ([…***] …]) days in advance of the delivery desired shipment date requested specified in such purchase order. Vical shall use Commercially Reasonable Efforts to make each shipment of Compounds and Non-Commercial Products in the Purchase Order. B. Promptly following receipt quantity and on the shipment date specified for it on Astellas’ purchase order, via the mode(s) of a Purchase Order, Catalent transportation and to the party and destination specified on such purchase order. Any purchase orders for Compounds and Non-Commercial Products submitted by Astellas to Vical shall issue a written acknowledgement (“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, reference this Agreement and shall include be governed exclusively by the Processing Dateterms contained herein. Catalent may reject any Purchase Order in excess of the Firm Commitment or otherwise not given in accordance The parties hereby agree that, with this Agreement; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts respect 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 Compounds and manufacturing, packaging and equipment capacity. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this AgreementNon-Commercial Products, the terms and conditions of this Agreement shall controlsupersede any term or condition in any order, confirmation or other document furnished by Astellas or Vical that is in any way inconsistent with these terms and conditions.

Purchase Orders. A. From time Toyama shall deliver to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase Cempra an order for Product specifying the number aggregate volume of Batches to be Processedeach Supplied Compound during each Firm Zone, the Batch size (provided that, with respect to the extent the Specifications permit Batches of different sizes) and the requested delivery date first [*] orders placed hereunder, Toyama may, at its option, place its orders for each Batch (“Purchase Order”); provided, that Supplied Compound no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least [***] days months in advance of the desired delivery date requested 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 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 amount of such Supplied Compound specified in the Purchase most recently preceding Non-binding Forecast therefor (i.e. actual Commercial Supplied Compounds Orders for delivery in a particular month may not be less than [*] percent ([*]%), 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. B. Promptly following . In the absence of the receipt by Cempra of a Purchase OrderCommercial Supplied Compounds Order for a particular month within the Firm Zone, Catalent shall issue a written acknowledgement (“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 month of the Firm Commitment Zone shall constitute a binding Commercial Supplied Compounds Order for the volumes of Supplied Compound forecast in such month with a designated Delivery Date of the [*] Calendar Day of such month. Each Commercial Supplied Compounds Order that is submitted, or otherwise not given deemed submitted, in accordance with this Agreement; provided, however, Catalent Section 2.4 shall accept any Purchase Order that meets the requirements be deemed accepted by Cempra and Cempra shall fulfill each Commercial Supplied Compounds Order. Deliveries of Supplied Compound or Clinical Supply under this Agreement if Client is not in arrears in paying amounts due and payable under this Agreement. C. Notwithstanding Section 4.3(B), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are 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 [*] Calendar Days after the specified Delivery Date). Such variance in excess actual date of the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacitydelivery shall not constitute a breach of contract by Cempra. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time All purchases of the Product shall be pursuant to time as provided in this Section 4.3(Apurchase orders (each, a “PO”) submitted by Braeburn to Lubrizol which shall specify (a) which Product to be ordered (e.g., the GMP Product or Non-GMP Product), Client shall submit to Catalent a binding(b) the quantity of Product ordered, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size and (to the extent the Specifications permit Batches of different sizesc) and the requested delivery date for each Batch (“Purchase Order”); provideddate, that which shall be no Purchase Order may be for less than [***]. Concurrently with the ] days after submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm CommitmentPO. Purchase Orders for quantities of Product in excess POs may be changed only by the mutual written agreement of the Firm Commitment shall Parties. The minimum quantity of Supply that may be submitted by Client at least ordered in any individual PO is [***] days in advance of the delivery date requested in the Purchase Order. B. Promptly 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 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; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to [***] in excess ]. This Agreement sets forth the exclusive contract terms between the Parties with respect to, and shall apply to, all orders of the quantities specified Product. Any terms in any PO, order form, invoice or other notice submitted by either Party to the Firm Commitment, subject other Party that are different from or additional to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms provisions of this Agreement Section 2.3 shall controlbe null and void notwithstanding Lubrizol’s delivery of, and Braeburn’s acceptance of, Product under any PO, order form, invoice or other notice containing such terms. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE 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. A. From time to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, noni. The Products will be ordered by Aphria by the issuance of pre-cancelable numbered purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch orders (“Purchase OrderOrders”); provided, that no . All Purchase Orders are subject to acceptance by Aphria Diamond before they become binding on Aphria Diamond. ii. Each Purchase Order may be for less than [***]. Concurrently with will designate the submission of each Rolling Forecast, Client shall submit a Purchase Order desired delivery dates for the Firm CommitmentProducts and packaging configurations for the Products and will specify the Aphria Facility ordering the Products. Aphria shall not be required to deliver, and Aphria Diamond shall not accept, Purchase Orders for quantities any Product to be delivered after the date of Product in excess termination or expiration 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, Catalent shall issue a written acknowledgement (“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; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts iii. All sales of accepted Products by Aphria Diamond to supply Client with quantities of Product which are up to [***] in excess of the quantities specified in the Firm Commitment, Aphria will be subject to Catalent’s other supply commitments the provisions of this Agreement and manufacturing, packaging and equipment capacity. D. In the event of a conflict between will not be subject to the terms of and conditions contained in any Purchase Order of Aphria or Acknowledgement 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 this AgreementI the location to which those Products are to be delivered. iv. For greater certainty, the terms Aphria shall have no obligation to purchase any quantities of this Agreement shall controlProducts that are not specifically set out in a Purchase Order provided by Aphria and accepted by Aphria Diamond.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client Acclarent shall submit to Catalent a bindingwritten Purchase Orders or Change Orders for the purchase of its requirements for the Product, non-cancelable purchase order for Product specifying which set forth the number of Batches to be Processedquantities ordered, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”dates, shipping instructions, and shipping address(es); provided, that no . Acclarent shall initiate a new Purchase Order may be for less than (i.e. new PO number) [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit *] in a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least manner so that Advanced [****] days in advance of purchase orders for Balloon Products. New line items shall be added to the delivery date requested in the Purchase Order. B. Promptly 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 delivery date set forth in the appropriate Purchase Order or set forth on a reasonable alternative delivery datemonthly basis via Change Orders in order to maintain the [****] 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, and 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 include the Processing Date. Catalent may reject any Purchase Order in excess be entitled to use its standard form of the Firm Commitment or otherwise not given in accordance with this Agreementpurchase order; provided, however, Catalent that such purchase orders shall accept not alter any Purchase Order that meets of the requirements of this Agreement if Client is not terms contained in arrears in paying amounts due and payable under 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. D. . In the event of a any conflict between the terms of any Purchase Order or Acknowledgement Change Order delivered by Acclarent hereunder and the terms of this Agreement, the terms of this Agreement shall control. 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 subject to the terms of Article 3 below relating to exclusivity.

Purchase Orders. A. From time to time as CareDx, the United States entity, shall order Supplied Products from Illumina, the United States entity, under this Agreement using written purchase orders. Purchase orders shall state, at a minimum, the Illumina catalogue or part number, the Illumina-provided in this Section 4.3(Aquote number (or other reference provided by Illumina), Client shall submit to Catalent a bindingthe quantity ordered, non-cancelable purchase order for Product specifying the number of Batches to be Processedprice, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly 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 delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery date, and address for delivery. All purchase orders shall include be sent in writing to Illumina Customer Support and be placed with Illumina, the Processing DateUnited States entity, and any payment for the shipment of Supplied Products ordered under such purchase orders shall be paid for in US Dollars to Illumina, the United States entity, pursuant to Section 9.6 of this Agreement and subsection (d) below. Catalent may reject any Purchase Order 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 excess writing from Illumina to CareDx within 10 business days of Illumina’s receipt of the Firm Commitment or otherwise purchase order. Illumina shall not given in accordance with this Agreement; providedreject, howeverand shall timely fulfill, Catalent shall accept any Purchase Order purchase order that meets the requirements following: (i) CareDx has not failed to cure a material breach of the terms and conditions of this Agreement if Client after Illumina has provided written notice of such material breach to CareDx; provided that, solely for purposes of this Subsection (c): (x) there is not in arrears in paying amounts due no cure period for any material breach by CareDx of Sections 4.1 or 5.4 of the Agreement or Section 6 of Exhibit C with respect to violation of Anti-Corruption Laws and payable (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 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 such purchase order is within [...***] in excess ...]%-[...***...]% of the quantities specified forecasted amount of the relevant month in the Firm Commitmentmost 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 modified without the prior written consent of Illumina; provided that notwithstanding the foregoing, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In in the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of that CareDx terminates this Agreement shall controlpursuant to Section 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. A. From time to time as provided in 3.1 For all Services requested from Distributor under this Section 4.3(A)Agreement, Client VAR shall submit to Catalent Distributor by e-mail or through the Partner Portal at least the following information which shall be deemed by the Parties to comprise a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no : (a) Purchase Order may be for less than [***]. Concurrently with number and date; (b) Identification of the submission of Services by name and part number; (c) Quantity and price; (d) The requested delivery/activation date, (by 5:00 pm Eastern) and instructions; (e) The Subscriber’s name and contact information. 3.2 For each Rolling Forecast, Client shall submit a fully conforming Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment received, Distributor 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, Catalent shall issue provide VAR with a written acknowledgement (“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, confirmation 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 Agreementacceptance; provided, however, Catalent that no binding obligation for fulfillment exists unless and until Distributor confirms receipt and accepts the order (“Order”). Distributor shall accept any notify VAR in writing within five (5) business days after receipt of a Purchase Order that meets from VAR whether Distributor has accepted or rejected the requirements Purchase Order. If Distributor does not notify VAR in writing of this Agreement if Client is not in arrears in paying amounts due and payable under this Agreementacceptance or rejection within such five (5) business day period, the Purchase Order shall be deemed accepted by Distributor. C. Notwithstanding Section 4.3(B), Catalent 3.3 New and/or renewal subscriptions for Services to existing Subscribers shall use commercially reasonable efforts to supply Client with quantities of Product which are up to [***] not require a new Purchase Order unless there is an applicable change in excess of pricing from that Subscriber’s prior subscriptions. If VAR makes such requests through the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In the event submission of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreementthrough 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 requested activation date; provided, however, that if such cancellation is not submitted, the terms of this Agreement Purchase Order shall controlbe final and binding upon VAR.

Purchase Orders. A. From time to time as provided in this Section 4.3(A)4.2.1 Products will be ordered by Neos by the issuance of separate, Client shall submit to Catalent pre-numbered written purchase orders placed by electronic mail or by any other method agreed upon by the Parties (each a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no which upon acceptance by CPI (without limitation to the binding nature of the firm calendar quarter set forth in Section 4.1, above), shall 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 may be for less than [***]. Concurrently with placed by Neos, CPI will either acknowledge and accept in writing the submission receipt of each Rolling Forecast, Client shall submit a 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 Firm Commitment. Purchase Orders for limitations set forth in Section 4.1 above regarding quantities of Product in excess of the Firm Commitment shall Forecast). All Purchase Orders Confirmed (or deemed to have been confirmed) by CPI are binding on both Parties and may not 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, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date 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 time to time reasonably request. All sales of Products by CPI to Neos will be subject to 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 provisions of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms . No provision of any Purchase Order shall alter or Acknowledgement and add to any of the terms or conditions of this Agreement, and in the event of any inconsistency, the terms of this Agreement shall controlgovern, 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 (30) days prior to the shipment date specified. With respect to any Purchase Order not submitted at least thirty (30) days prior to the requested delivery dates, CPI will use commercially reasonable efforts to ship Products pursuant to such Purchase Order by the requested date of delivery.

Purchase Orders. A. From time GWI shall deliver to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable Supplier purchase order orders --------------- ("POs") for Product specifying that portion of the number of Batches Binding Primary Commitment to be Processedshipped to other sites and for quantities to be shipped from Primary Inventory. The PO shall specify the volumes of Primary Products ordered, the Batch size requested date of delivery (the "Delivery Date") and the destination for delivery. Supplier shall be obligated to make such Primary Products available for shipment so that delivery occurs on a date [*]. Supplier shall be 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 the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently consistent with the submission 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 or, to the extent inconsistent, can be filled out of each Rolling Forecast, Client Primary Inventory (provided that the provisions of Section 4.3 shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product apply 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, Catalent shall issue a written acknowledgement (“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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between such PO and demands on Primary Inventory required to fill Binding Primary Commitments). Supplier shall promptly notify GWI of the terms acceptance or rejection of any Purchase Order portions of a PO considered by Supplier to be not consistent with the Binding Primary Commitment portion of a forecast or Acknowledgement and this AgreementSupplier's obligations under Sections 2.3, the terms of this Agreement 2.4 or 2.5 below. In any event, GWI shall controlissue POs to Supplier not less [*] specified in any such PO. [*] = 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. A. From (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 terms and conditions of this Agreement. Buyer and Seller agree that except for non-conflicting administrative terms as provided for below, any additional or preprinted terms or conditions on a Purchase Order shall be null, void and of no effect. Each Purchase Order shall include the following information, in addition to other appropriate information as may be mutually agreed upon by the Parties: (i) 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 Product being ordered; (iv) incorporation within, by reference, of this Agreement; (v) types and quantities of Products and/or Services to be furnished by Seller as set forth in Exhibit 2, attached hereto, or as provided in this Section 4.3(A)a Quotation; [*] Confidential treatment requested. (vi) applicable prices, Client shall submit charges, and fees with respect to Catalent such Products as set forth in Exhibit 2, attached hereto, or as provided in a binding, non-cancelable purchase order for Quotation; (vii) location or facility to which Product specifying the number of Batches is to be Processed, delivered; (viii) Ship Date of Product; (ix) billing address of the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order Party responsible for the Firm Commitment. Purchase Orders for quantities of Product in excess of payment whether such responsible party is the Firm Commitment Buyer, or Buyer Affiliate to which Buyer intends to resell the Product, if any, which 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, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date an Affiliate set forth in the Purchase Order Exhibit 1, attached hereto; (x) proper authorization of Buyer or set forth a reasonable alternative delivery date, and shall include the Processing Date. Catalent may reject any Purchase Order in excess Buyer's agent; and (xi) specification of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due List Price and payable under 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 Net Price of the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacityProduct. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client AMYLIN shall submit Purchase Orders to Catalent BAXTER covering AMYLIN’s purchases of Product pursuant to this Agreement. AMYLIN shall not, without the written consent of BAXTER, designate a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no in a Purchase Order may be for less earlier than [***] ([***]) calendar days from the date AMYLIN submits the Purchase Order. Concurrently with Within ten (10) calendar days of ▇▇▇▇▇▇’▇ receipt of the submission Purchase Order, BAXTER shall provide a confirmation of receipt of each Rolling Forecast, Client shall submit a Purchase Order setting forth a Batch (or lot) number (if available), the delivery date that BAXTER will meet and setting forth ▇▇▇▇▇▇’▇ filling date for the such order. Upon AMYLIN’s receipt of such confirmation, such Purchase Order shall become a non-cancelable “Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment Order”, and AMYLIN shall be submitted by Client at least obligated to purchase from BAXTER all Product ordered in a Firm Purchase Order. If BAXTER is unable to meet the specified delivery date BAXTER shall so notify AMYLIN and provide to AMYLIN an alternative delivery date which shall not be more than [***] ([***]) calendar days in advance of later than the initial delivery date requested designated by AMYLIN in the its Purchase Order. B. Promptly following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) ; provided that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the alternative 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; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to no longer than [***] in excess and [***] ([***]) calendar days from the issue of the quantities specified in AMYLIN Purchase Order. To the Firm Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In the event extent of a any conflict between the terms of any Purchase Order or Acknowledgement Orders submitted by AMYLIN and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time (a) All purchases shall be pursuant to time as provided in this Section 4.3(A)purchase orders (each, Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no ) submitted by ▇▇▇▇▇▇▇ to EyePoint. Alimera shall submit [***] Purchase Order may for each Calendar Quarter[***], and shall specify in such Purchase Order (i) the quantity of the Product ordered, and (ii) the requested delivery date, which Purchase Order shall be [***] for less than such Calendar Quarter set forth in the Firm Order. All Purchase Orders shall be [***]. Concurrently with EyePoint will be deemed to have accepted any Purchase Orders for the submission Firm Order period that (w) do not exceed [***]the quantity of each Rolling Forecast, Client shall submit a Purchase Product set forth in the Firm Order for the Firm Commitment. Purchase Orders applicable period, and (x) are otherwise consistent with the delivery dates for quantities of Product the applicable period set forth in excess of the Firm Commitment Order. EyePoint shall be submitted by Client at least consider [***] days all or any portion of a Purchase Order that (y) exceeds [***] the quantity of Product set forth in advance of the Firm Order for the applicable period, or (z) is otherwise inconsistent with the delivery date requested dates set forth in the Firm Order for the applicable period. EyePoint may decline to accept all or any portion of a Purchase Order. B. Promptly Order by providing written notice to Alimera within [***] following receipt of a Purchase Order. For clarity, Catalent shall issue a if EyePoint does not provide written acknowledgement (“Acknowledgement”) notice to Alimera that it accepts is declining to accept all or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order or set forth any portion of 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; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to writing within [***] in excess of the quantities specified in the Firm Commitmentfollowing receipt thereof, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In the event of a conflict between the terms of any then that Purchase Order or Acknowledgement and shall be deemed to have been accepted by EyePoint. Once accepted, a Purchase Order becomes part of this Agreement, and no changes may be made without [***]. (b) This Agreement, together with the Product Rights Agreement, sets forth the exclusive contract terms of this Agreement between the Parties with respect to, and shall controlapply to, all orders for the Product. Any terms in a Purchase Order, sales order, invoice or other notice submitted by either Party to the other Party that are different from or additional to the provisions hereof shall be null and void notwithstanding EyePoint’s delivery of, and ▇▇▇▇▇▇▇’s acceptance of, the Product under such Purchase Order, sales order, invoice or other notice containing such terms.

Purchase Orders. A. From time This Agreement applies to time as all Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with AN▇▇▇▇▇▇ ▇or the 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 Section 4.3(A)Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, Client shall submit unless expressly agreed to Catalent a binding, non-cancelable purchase order for Product specifying by the number of Batches Parties in writing. AN▇▇▇▇▇▇ ▇hall be deemed to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit 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 Firm Commitmentextent it is inconsistent with the terms of this Agreement. AN▇▇▇▇▇▇ ▇hall be deemed to have accepted all Purchase Orders for quantities that are consistent with this Agreement. (1) The volume of a minimum order of Product in excess shall be one (1) full batch of Product according to the working conditions of AN▇▇▇▇▇▇’▇ ▇MO. As the execution date of this agreement, current conditions have the Commercial Batch equal to approximately thirty-seven thousand (37,000) vials (2) Unless otherwise agreed to by the Parties, the minimum shelf life of Product provided to ETON by AN▇▇▇▇▇▇, through CMO, shall be not less than 80% of the Firm Commitment shall approved shelf life after receipt of Product at ETON PHARMA. (3) Product will be submitted by Client at least [***] days in advance of the delivery date requested delivered hereunder in the Purchase Order. B. Promptly 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 delivery date timeframe set forth in the applicable 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 AgreementOrder; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement that: (a) if Client no timeframe is not in arrears in paying amounts due and payable under 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 CommitmentPurchase Order, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In Product will be delivered hereunder ninety (90) days after the event of a conflict between the terms of any Purchase Order or Acknowledgement date and this Agreement(b) unless otherwise agreed by the Parties, any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the terms of this Agreement shall controlPurchase Order date.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client shall submit to Catalent A Relevant Company may order a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) Supply by completing and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit forwarding a Purchase Order for to Supplier. Each Purchase Order shall: (a) contain the Firm Commitment. Purchase Orders for quantities of Product in excess following information, plus any other applicable terms; (i) the name of the Firm Commitment shall Relevant Company ordering the Supply; (ii) the Products 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 submitted deemed to incorporate and be governed by Client at least [***] days in advance all terms and conditions of the delivery date requested in Agreement, subject to Section 2.2(d); and (c) be deemed accepted by Supplier upon the Purchase Order.first of the following to occur: B. Promptly following receipt of a Purchase Order(i) Supplier making, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts signing or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm delivering to the delivery date set forth in Relevant Company issuing the Purchase Order any letter, term or set forth a reasonable alternative delivery date, and shall include of her writing or instrument acknowledging acceptance; (ii) any performance by Supplier thereunder; or (iii) the Processing Date. Catalent may reject any passage of five (5) days after Supplier’s receipt of the Purchase Order in excess of without written notice to the Firm Commitment or otherwise Relevant Company that the Supplier does not given in accordance with this Agreementaccept; provided, however, Catalent shall Supplier may not refuse to accept any Purchase Order that meets compiles with the requirements of this Agreement if Client is not in arrears in paying amounts due terms and payable under 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 conditions of the quantities specified in Agreement. Each Relevant Company reserves the Firm Commitment, subject right to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In the event of revoke or withdraw a conflict between the terms of any Purchase Order issued by that Relevant Company, in whole or Acknowledgement and this Agreementin part, the terms of this Agreement shall controlprior to Supplier’s acceptance.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client COMPANY shall submit to Catalent order the SELECTED REAGENT from NEKTAR AL by means of a binding, non-cancelable standard COMPANY purchase order for Product specifying the number of Batches and NEKTAR AL shall have SELECTED REAGENT shipped pursuant to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) its standard shipping procedures and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly 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 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 Agreementdocumentation; provided, however, Catalent shall accept that all terms and conditions for 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), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to [***] in excess orders of the quantities specified in the Firm Commitment, subject to Catalent’s SELECTED REAGENT other supply commitments than quantity and manufacturing, packaging and equipment capacity. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, delivery dates shall be governed exclusively by the terms of this Agreement 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 controlbe sent to the attention of NEKTAR AL'S Sales Manager. Such COMPANY purchase order shall specify the quantity and requested delivery date of the SELECTED REAGENT, as well as the site to which the SELECTED REAGENT is to be shipped. However, if the purchase order or the standard shipping documents are in addition to or conflict with the terms and conditions of this AGREEMENT, only the terms and conditions of this AGREEMENT shall govern. Any such additional or inconsistent terms in such purchase order or shipping documents are hereby expressly rejected. The PARTIES acknowledge that, because of the limited shelf-life of 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 good faith to establish contingency plans, or other measures, to provide the type of protection as a safety stock would provide. Such measures could include, for example, improving stability of SELECTED REAGENT or the penultimate intermediate thereof.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client (a) OptiNose shall submit to Catalent a binding, non-cancelable purchase order for Product specifying orders specifying: (a) the number of Batches units of LDSAs to be Processedmanufactured, (b) the Batch size Price (to the extent the Specifications permit Batches of different sizesdetermined in accordance with Exhibit A hereto) and (c) the requested expected delivery date for each Batch (“Purchase OrderOrders”); . Unless otherwise agreed, a Purchase Order shall 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 of Purchase Orders and projected dates of shipment within [***] ([***]) business days of receiving a Purchase Order. Failure of Ximedica to confirm any Purchase Order within the [***] ([***]) business day period shall be deemed to 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, that no however, that, in any consecutive [***] of the Rolling Forecast for such [***]. If such Purchase Order may be Orders in aggregate exceed the Rolling Forecast for less such month in the Binding Period by more than [***]. Concurrently with the submission of each Rolling Forecast, Client Ximedica shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least use [***] days to fill such orders, but shall not be in advance of the delivery date requested in the Purchase Order. B. Promptly 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 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; provided, however, Catalent shall accept any Purchase Order that meets the requirements breach of this Agreement if Client is Ximedica does not in arrears in paying amounts due and payable under 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 such excess beyond [***] in ], 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 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 terms of any accepted Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall controlhereunder.

Purchase Orders. A. From time (a) Where this Agreement is terminated by Buyer pursuant to time as provided in this Section 4.3(A10.2(a) or by Supplier pursuant to Section 10.2(b) or 10.2(c), Client shall submit Supplier will be entitled, at its option, to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. fill or cancel any Purchase Orders for quantities of Product in excess of the Firm Commitment shall be that were 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, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects Buyer prior to such termination. If Supplier elects to fill any 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 dateOrders, 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; provided, however, Catalent shall accept 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), Catalent Supplier shall use commercially reasonable efforts to fill any such Purchase Orders. If Supplier elects not to fill any such Purchase Orders, Buyer shall reimburse Supplier for the costs (including, but not limited to, raw material costs) incurred in connection with Purchase Orders that Supplier had started to supply Client with quantities of Product which are up prior to [***] 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 terms of any Purchase Order or Acknowledgement and this Agreement, the terms termination of this Agreement and that 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 10.2(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 Supplier elects not to fill any such Purchase Orders, Supplier shall controlbe 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 expiration or termination of this Agreement and that are canceled by Supplier pursuant to this Section 11.2(b).

Purchase Orders. A. From time to time as provided in this Section 4.3(APurchaser shall purchase Product by written purchase orders (“Purchase Orders”), Client submitted to VIVUS at least *** in advance of the desired shipment date specified therein. For each calendar quarter, Purchaser shall be required to submit Purchase Orders for at least *** percent (***%) of the quantities in the Forecast for such *** submitted by Purchaser to Catalent VIVUS *** prior to the start of such *** (the “Binding Forecast”), and VIVUS will have no obligation to supply Product in excess of *** percent (***%) of the quantity specified in such Binding Forecast, but will use Commercially Reasonable Efforts to supply such excess Product. Each Purchase Order shall specify, at a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processedminimum, the Batch size (to the extent the Specifications permit Batches applicable volume of different sizes) each dosage strength of Product ordered, and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]date. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly following Upon receipt of a Purchase Order, Catalent subject to the provisions of Section ‎2.1, VIVUS shall issue a written acknowledgement supply the Product in such quantities and deliver the Product to Purchaser (“Acknowledgement”or Purchaser’s designee) that it accepts 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 rejects such inconsistency between this Agreement and any 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall controlgovern. 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 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 delayed.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client 5.3.1. Customer shall submit to Catalent a binding, non-cancelable purchase order provide BVL with Purchase Orders for its Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for requirements not less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least [* (***] *) days in advance prior to its anticipated delivery date. Customer may increase the quantity or accelerate the scheduled Manufacturing Date of any Firm Order with the written consent of BVL, such 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. Such Purchase Orders shall be subject to acceptance by BVL. BVL will respond to Customer’s Purchase Order with either a confirmation or proposed modification as to delivery date requested within **** (****) business days of receipt by BVL. Customer may, in its sole discretion, decrease, postpone or cancel any Firm Order, subject to the Purchase Order. B. Promptly following receipt provisions of Paragraph 6.5. Any terms or conditions of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) or similar standardized form given or received pursuant to this Agreement that it accepts are additional 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 inconsistent with this Agreement; providedAgreement shall have no effect and are hereby excluded, however, Catalent shall accept any Purchase Order that meets unless this Section is expressly referenced by the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this AgreementParties. C. Notwithstanding Section 4.3(B)5.3.2. Unless mutually agreed, Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to [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 excess the event that either (i) Customer, in its good faith judgment, determines that a Product, if Manufactured, will not be 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 any consent decree or any of the quantities specified remedial actions, investigations or adverse events described in the Firm CommitmentArticle 3 hereof or (iii) BVL has breached its representations, subject to Catalent’s warranties, or other supply commitments and manufacturing, packaging and equipment capacity. D. In the event obligations under of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, then Customer shall have the terms right, at its discretion, to postpone without penalty to either Party any future Purchase Orders of this Agreement Product until such time as the cause giving rise to the non-marketability of the Product is abated. The Parties shall controlcooperate in good faith to schedule Manufacturing of such affected Products as soon as reasonably practicable.

Purchase Orders. A. From time (A) For the supply of clinical Product to time as provided in this Section 4.3(A)Metsera, Client Amneal and Metsera shall submit to Catalent agree upon the terms of a binding, non-cancelable purchase order for such Product, including the timing of delivery for such Product. (B) Each month, upon the same date as the submission of each Forecast Schedule, Metsera shall provide Amneal with binding firm orders for commercial Product specifying the number of Batches to be Processed(each, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (a “Purchase Firm Order”); provided) which will be in a form mutually agreed upon by the Parties and, that no Purchase Order may be for less than at a minimum, shall specify: [***]. Concurrently with Each Firm Order will be in Batch sizes equal to the submission of each Rolling Forecast, Client shall submit a Purchase Order validated Batch size for the applicable Product. Amneal shall accept a Firm Commitment. Purchase Orders for quantities of Product in excess of Order as long as the Firm Commitment shall be submitted by Client at least ordered volume is no more than [***] days in advance of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Orderapplicable Forecast Schedule. 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; provided, however, Catalent shall accept 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), Catalent shall Amneal agrees to use commercially reasonable efforts to supply Client with quantities of Product which are up to [***] to Manufacture and deliver any quantity of Product ordered in excess of [***] of the quantities specified applicable Forecast Schedule[***]. (C) Amneal shall respond to each Firm Order received by Metsera within [***] following receipt. Amneal’s response shall include confirmation of the delivery dates and quantity of the Product as set out in the relevant Firm CommitmentOrder. For clarity, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacityAmneal may not reject any Firm Order so long as such Firm Order is no more than [***] of the applicable Forecast Schedule. D. In (D) Each confirmed Firm Order will be regarded by the event of Parties as a conflict between the terms of any Purchase Order or Acknowledgement binding irrevocable commitment by Metsera to purchase from Amneal, and this Agreementfor Amneal to Manufacture and supply to Metsera, the terms relevant quantity of this Agreement shall controlProduct according to the requirements set out in such Firm Order.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable (a) Winalite will order Products from Manufacturer on Winalite’s standard purchase order for Product specifying the number of Batches to be Processedform (each, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (a “Purchase Order”); provided, that no . Each Purchase Order may will be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product deemed accepted by Manufacturer unless specifically rejected in excess writing by Manufacturer within five (5) days of the Firm Commitment shall be submitted by Client at least [***] days in advance date of the delivery date requested in the Purchase Order. B. Promptly following receipt (b) Each Purchase Order delivered to Manufacturer under this Agreement will be deemed a part of a Purchase Orderand/or incorporated into this Agreement, Catalent shall issue a written acknowledgement (“Acknowledgement”) provided, however, that it accepts or rejects the only binding terms of such Purchase OrderOrder will be the specific terms identifying the Products ordered, the quantity, delivery schedule, delivery method, destination and FOB/CIF designation. Each acceptance Acknowledgement shall either confirm The Parties expressly agree that all other provisions of Buyer’s Purchase Orders or Manufacturer’s order acknowledgement are void, it being the delivery date set forth 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 content of the Purchase Orders, including any terms and conditions appearing on or attached to the Purchase Orders, will be determined 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 sole discretion of the Firm Commitment or otherwise not given in accordance with this AgreementWinalite; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms Manufacturer will have five (5) days from receipt of any Purchase Order to object in writing to any change to the commercial terms thereof, as compared to the immediately preceding Purchase Order accepted or Acknowledgement and this Agreementdeemed accepted by Manufacturer. If Manufacturer so objects, the terms of this Agreement shall controlPurchase Order will be deemed canceled. If Manufacturer does not so object, the Purchase Order will be deemed accepted.

Purchase Orders. A. From (a) Subject to the other provisions of this Agreement, NovaDel, or its designee, shall from time to time as provided in this Section 4.3(A)time, Client shall submit to Catalent but not before January 1, 2005, place orders for the Product (a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizesPurchase Order) and identify the requested delivery date dates for each Batch such order. (“b) The delivery dates specified in any such Purchase Order”); provided, that no Orders shall not be less than (60) days from the dates of such Purchase Orders. (c) Each Purchase Order placed pursuant to this Section 3.2 shall constitute a firm obligation to purchase the ordered quantities of the Product, subject to the following provisions (i) A Purchase Orders may be for less than [***]. Concurrently with the submission of each Rolling Forecastmodified or cancelled by NovaDel, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly following receipt of a Purchase Orderor its designee, Catalent shall issue a upon written acknowledgement (“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 Agreementnotice to INyX; provided, however, Catalent that if any modification or cancellation of an order shall accept occur less than 60 days prior to the 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 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 Purchaser Order that complies with the provisions of clause 3.2. (iii) INyX shall have the right to refuse any Purchase Order that meets Orders which do not comply with the requirements provisions of section 3.2. (iv) The terms, conditions and limitations of this Agreement if Client is not shall be controlling over any conflicting terms and conditions contained in arrears in paying amounts due and payable under 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement other documentation used by NovaDel in ordering the Product or by INyX in accepting or confirming Purchase Orders, and this Agreementany term or condition of such Purchase Order, acceptance or other document that shall conflict with, or be in addition to, the terms terms, conditions and limitations of this Agreement shall controlis hereby expressly rejected.

Purchase Orders. A. From time (a) On […***…], or another date otherwise agreed to time as provided in this Section 4.3(A)by the Parties, Client shall submit to Catalent of each calendar year during the Term following the delivery of the initial Annual Forecast, Talis will issue a binding, non-cancelable blanket purchase order for (i) […***…]% of the quantity of Product specifying (by Product type) identified in the number first […***…] months of Batches the then-current Annual Forecast (i.e. […***…] of 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 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 be Processedthe terms of this Agreement, the Batch size 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 Specifications permit Batches of different sizesquantities 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 the requested delivery date for (c) include any special shipping, storage or other instructions applicable to such order (each Batch (a “Purchase Order”); provided. For clarity, that no and by way of example, a Purchase Order may be for less than delivered by Talis on […***]. Concurrently with …] of a given calendar year would set forth the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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 Firm relevant Annual Commitment PO. (c) thX shall be submitted by Client at least promptly (in all cases within […***] days …]) 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 date requested in the Purchase Order. B. Promptly following receipt of a Purchase Orderdates specified therein, Catalent shall issue a written acknowledgement (“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 Agreementas applicable; provided, however, Catalent that thX shall accept not be required to fulfil 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), 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. D. In the event of a conflict between the terms portion of any Purchase Order corresponding to (i) a quantity of Product (by Product type) greater than the applicable quantity(ies) set forth for the corresponding month of the then-current Rolling Monthly Forecast, or Acknowledgement and this Agreement(ii) for any Product(s) ordered inside of the applicable order lead time set forth on EXHIBIT A for such Product, […***…]. thX shall notify Talis whether or not thX will be able to fulfill the terms excess portion of this Agreement shall control.any Purchase Order (or part thereof)

Purchase Orders. A. From time (a) CUSTOMER will issue to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order SANMINA specific Orders for Product specifying covered by this Agreement. Each Order shall be in the form of a written or electronic communication and shall contain the following information: (i) the part number of Batches the Product; (ii) the quantity of the Product; (iii) the delivery date or shipping schedule; (iv) the location to which the Product is to be Processedshipped; and (v) transportation instructions. Each Order shall contain a number for billing purposes, the Batch size and may include other instructions and terms (to the extent the Specifications permit Batches of different sizesprovided that such terms do not conflict with this Agreement) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order as may be for less than appropriate under the circumstances. (b) All Orders shall be confirmed by SANMINA within [***]] business days of receipt. Concurrently with Subject to Section 3.3 above, SANMINA shall accept all Orders that meet the submission of each Rolling Forecastorder information requirements as stated in subsection 4.1(a) above, Client shall submit a Purchase Order for provided (i) that the Firm Commitment. Purchase Orders for quantities of are within the forecasted Product quantities, (ii) CUSTOMER is not in excess material default or breach of the Firm Commitment shall Agreement and (iii) the delivery schedule 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, 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 submitted confirmed. SANMINA agrees that orders may be placed under this Agreement by Client at least CUSTOMER and/or any 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 the CUSTOMER guarantee in Section 3.5 above. If SANMINA does not accept or reject the Order within the [***] days in advance of day period, the Order shall be deemed accepted by SANMINA. In the event the delivery date requested in the Purchase Order. B. Promptly 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 delivery date schedule set forth in a proposed Order is less than the Purchase Order or quoted lead-times set forth in Exhibit A for a reasonable alternative delivery dateproduct, and shall include or SANMINA finds the Processing Date. Catalent may reject any Purchase schedule or Order in excess of the Firm Commitment or otherwise not given in accordance to be unacceptable due to some other noncompliance with this Agreement; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement Parties shall controlnegotiate in good faith to resolve the disputed matter(s).

Purchase Orders. A. From (a) All purchases of Products 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 as provided in pursuant to this Section 4.3(A)and Schedule J. Diveo will not be liable to Lucent for any charges, Client shall submit to Catalent a bindingadditional or otherwise, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product Products or Services provided by Lucent unless set forth 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, Catalent 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 terms 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 Parties 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 issue a written acknowledgement acknowledge its receipt of such POIF and shall provide Diveo with its preliminary feedback regarding the subject matter thereof. (“Acknowledgement”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 accepts 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 extent that any Purchase Order is either consistent with (i) the requirements of a City Plan approved by Lucent or rejects (ii) Lucent's ordering lead times set forth in Schedule J for the Products and Services identified therein, 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. Each acceptance Acknowledgement Otherwise, Lucent shall either confirm be deemed to have accepted a Purchase Order by close of business of the delivery date set forth tenth (10th) business day following receipt of such Purchase Order if Lucent has not notified Diveo in writing of its rejection of the Purchase Order or set forth pursuant to Section 19.3 prior to such time. In the event of a disaster declared by Diveo, Lucent will use commercially reasonable alternative delivery date, and shall include efforts to expedite the Processing Date. Catalent may reject acceptance of any Purchase Order in excess Orders that are submitted by Diveo as a means of mitigating the Firm Commitment or otherwise not given in accordance with this Agreementadverse effects to Diveo of such disaster; provided, however, Catalent that the terms and conditions of Section 3.3(c) shall accept any not apply to such Purchase Order that meets the requirements of 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 if Client is not in arrears in paying amounts due and payable under this Agreement. C. Notwithstanding may be made by means of mail or fax pursuant to Section 4.3(B19.3, Diveo's extranet ordering system, or such other mutually agreed upon methods (e.g., electronic data interchange), 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. D. In the event of a conflict between the terms of any . No Purchase Order or Acknowledgement and other ordering document which would otherwise modify or supplement this Agreement, Agreement or any Schedule shall add to or vary the terms of this Agreement Agreement. All such proposed variations or additions (whether submitted by either Party) are hereby objected to and deemed material. Each Purchase Order shall control.contain the applicable information set forth in Schedule J.

Purchase Orders. A. From time to time as provided Distributor shall order the Products in accordance with the terms and conditions of this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase Agreement. Each order for Product specifying the number purchase of Batches to be Processed, the Batch size Products (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (a “Purchase Order”); provided, that no ) must be submitted to Manufacturer by Distributor by email or Manufacturer’s electronic data interchange (EDI) system. Each Purchase Order may be for less than [***]. Concurrently shall specify (i) whether the order is being made in connection with the submission sale by Distributor to Retail Customers or to Non-Retail Customers, (ii) the quantity of each Rolling Forecastthe Products being ordered, Client shall submit (iii) the applicable Retail Minimum Price and/or Wholesale Minimum Price for the Products ordered, (iv) the price to be paid by Distributor to Manufacturer for the Products ordered, (v) payment terms granted by Manufacturer, and (vi) the requested receipt date and delivery instructions for the applicable Products ordered. Receipt dates must be during the term of this Agreement, except Distributor may request, subject to Manufacturer’s acceptance in Manufacturer’s sole and absolute discretion, a Purchase Order for with a requested receipt date after the Firm Commitment. Purchase Orders for quantities expiration or termination 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, Catalent shall issue a written acknowledgement (“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; provided, howeverin which case, Catalent shall accept any Purchase Order that meets if accepted by Manufacturer, the requirements terms and conditions of this Agreement if Client is not in arrears in paying amounts due and payable shall apply to such purchase, but under no circumstances should such purchase be deemed to be or construed as being a renewal or extension of this Agreement. C. Notwithstanding Section 4.3(B), Catalent shall use commercially reasonable efforts Agreement or the exclusivity rights granted to supply Client with quantities of Product which are up Distributor herein. The Parties agree that to [***] in excess the extent that any of the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments terms and manufacturing, packaging and equipment capacity. D. In the event conditions of a this Agreement conflict between or are inconsistent with the terms or conditions of any Purchase Order or Acknowledgement and this Agreementsubmitted by Distributor, the terms and conditions of this Agreement shall controlprevail 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 Manufacturer, in which case the terms and conditions set forth in such Purchase Order shall prevail and control to the extent of any such conflict or inconsistency.

Purchase Orders. A. From time Distributor shall issue all purchase orders (“Purchase Order(s)”) to time Seller in written form in such a manner as provided prescribed by Seller. By placing an order, Distributor makes an offer to purchase Goods under the terms and conditions of this Agreement and the following commercial terms listed in this Section 4.3(Athe purchase order (“Purchase Order Transaction Terms”), Client and on no other terms: (a) a clear description of the Goods to be purchased; (b) the quantity of each of the Goods ordered; and (c) the desired delivery date. Except as regards to the Purchase Order Transaction Terms, any variations made to any terms and/or conditions of this Agreement by Distributor in any Purchase Order shall be 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 ship Goods in less than its standard box-lot quantities. Except as otherwise set forth herein, Distributor shall submit to Catalent Seller a binding, non-cancelable purchase order for Product specifying refundable payment equal to 50% of any Purchase Order that is accepted by Seller within three (3) business days of receiving acceptance of such Purchase Order by Seller. In the number event a 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 pro-rata portion of Batches to be Processed, the Batch size (Purchase Order equal to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”)payment amount shall be delivered; provided, provided that no Purchase Order may for White Label Goods shall be for less 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. Concurrently with In the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess event such payment is not received by Seller within three (3) business days of the Firm Commitment shall be submitted by Client at least [***] days in advance acceptance of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Distributor’s Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the then said 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; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this Agreementwill be deemed canceled. 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided (a) The terms and conditions contained in this Section 4.3(A)Agreement shall prevail over any terms and conditions of any Purchase Order, Client acknowledgment form or other form instrument exchanged by the 9 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. parties. OptiNose shall submit to Catalent a binding, non-cancelable purchase order for Product specifying orders specifying: (a) the number of Batches units of DSAs to be Processedmanufactured, (b) the Batch size price (to the extent the Specifications permit Batches of different sizesdetermined in accordance with Exhibit A hereto) and (c) the requested expected delivery date for each Batch (“Purchase OrderOrders”); provided. Unless otherwise agreed, that no a Purchase Order may be for less shall not request a shipment date sooner than [***]] days from the date of the Purchase Order unless agreed to separately by both parties. Concurrently with VTM shall confirm acceptance of Purchase Orders and projected dates of shipment within [***] days of receiving a Purchase Order. Failure of VTM to confirm any Purchase Order within the submission [***] day period shall be deemed to be acceptance of each Rolling Forecastsuch Purchase Order, Client price and delivery. (b) For any Binding Period, OptiNose shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client that aggregately meet at least [***] days in advance of the delivery date requested Forecast for such Binding Period, and VTM shall fulfill such Purchase Orders. If the Purchase Orders for a month in the Purchase Order. B. Promptly following receipt of a Purchase OrderBinding Period in aggregate exceed the Forecast for such month by an amount between [***], Catalent VTM shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects supply 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 under this Agreement; , provided, however, Catalent shall accept that, in 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), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to consecutive [***] in a Binding Period, VTM shall not be required to supply DSAs in aggregate in excess of [***]. If such Purchase Orders in aggregate exceed the quantities specified Forecast for such month in the Firm CommitmentBinding Period by more than [***], subject VTM shall use [***] to Catalent’s other supply commitments and manufacturingfill such orders, packaging and equipment capacity. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms but shall not be in breach of this Agreement if VTM does not accept such portion of the order in excess of such [***], as applicable. VTM shall controlpromptly advise OptiNose to what extent VTM can fulfill such excess amount above [***], as applicable, which amount shall be considered part of the accepted Purchase Order hereunder.

Purchase Orders. A. From time to time as provided Distributor shall order Products in accordance with the terms and conditions of this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase Agreement. Each order for Product specifying the number purchase of Batches to be Processed, the Batch size Products (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (a “Purchase Order”); provided, that no ) must be submitted to Manufacturer by Distributor by email or Manufacturer’s electronic data interchange (EDI) system. Each Purchase Order may be for less than [***]. Concurrently shall specify (i) whether the order is being made in connection with the submission sale by Distributor to Retail Customers or to Non-Retail Customers, (ii) the quantity of each Rolling ForecastProducts being ordered, Client shall submit (iii) the applicable Retail Minimum Price and/or Wholesale Minimum Price for the Products ordered, (iv) the price to be paid by Distributor to Manufacturer for the Products ordered, (iv) payment terms granted by Manufacturer, and (v) the requested receipt date and delivery instructions for the applicable Products ordered. Receipt dates must be during the term of this Agreement, except Distributor may request, subject to Manufacturer’s acceptance in Manufacturer’s sole and absolute discretion, a Purchase Order for with a requested receipt date after the Firm Commitment. Purchase Orders for quantities expiration or termination 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, Catalent shall issue a written acknowledgement (“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; provided, howeverin which case, Catalent shall accept any Purchase Order that meets if accepted by Manufacturer, the requirements terms and conditions of this Agreement if Client is not in arrears in paying amounts due and payable shall apply to such shipment, but under no circumstances should such shipment be deemed to be or construed as being a renewal or extension of this Agreement. C. Notwithstanding Section 4.3(B), Catalent shall use commercially reasonable efforts Agreement or the exclusivity rights granted to supply Client with quantities of Product which are up Distributor herein. The Parties agree that to [***] in excess the extent that any of the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments terms and manufacturing, packaging and equipment capacity. D. In the event conditions of a this Agreement conflict between or are inconsistent with the terms or conditions of any Purchase Order or Acknowledgement and this Agreementsubmitted by Distributor, the terms and conditions of this Agreement shall controlprevail 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 Manufacturer, in which case the terms and conditions set forth in such Purchase Order shall prevail and control to the extent of any such conflict or inconstancy.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client Purchaser shall submit to Catalent purchase Products by issuing a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“"Purchase Order”); provided") to Supplier in such quantities and in such intervals as Purchaser may elect to order. Subject hereto, that no Purchase Order may be for less than [***]. Concurrently with Purchaser agrees to purchase from Supplier and Supplier agrees to provide to Purchaser the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least [***] days in advance of the delivery date requested Products identified in the Purchase Order. , which such Products shall conform to all Specifications in Schedule B. Promptly following receipt Supplier shall deliver the Products in the quantities and on the date(s) specified in the 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 be made at Supplier's sole expense and risk of loss. Supplier acknowledges that time is of the essence with respect to Supplier's obligations hereunder and the timely delivery of the Products. Unless Supplier rejects a Purchase OrderOrder within five (5) days of receipt, Catalent Supplier shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm supply Purchaser with Products according to the quantity term and delivery date conditions set forth in the Purchase Order Order. To the extent the Supplier timely rejects a Purchase Order, neither the Supplier nor the Purchaser shall be in default of this Agreement. If the Supplier delivers more or set forth a reasonable alternative delivery dateless than the quantity of Product ordered, and shall include if the Processing Date. Catalent may Purchaser does not reject any Purchase Order in excess the Products and instead accepts the delivery of the Firm Commitment Products at the increased or otherwise not given in accordance with this Agreement; providedreduced quantity, however, Catalent the Price for the Products shall accept any Purchase Order that meets be adjusted on a pro-rata basis based on 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), Catalent shall use commercially reasonable efforts to supply Client with quantities contract price. If the Supplier delivered more than the quantity of Product which are up to [***] in excess ordered, the Purchaser may only reject that portion of the quantities specified in Products that exceeds the Firm Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In quantity of Product ordered. For the event avoidance of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreementconfusion, the terms 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 this Agreement Product ordered, the Purchaser may make demand for the additional undelivered Product and the Supplier shall controlmake such reasonable effort to deliver the additional Product.

Purchase Orders. 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 number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested specified delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently ) in accordance with Attachment C and in the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitmentform attached hereto as Exhibit II. Purchase Orders for 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. , 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 delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery datedate 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 period, 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 the nearest whole number of Batches (the “Catalent Commitment”). Catalent may reject any Purchase Order in excess of the Firm Catalent Commitment (subject to Section 4.3(C)), or otherwise not given in accordance with this Agreement; provided, however, . Catalent shall be required to accept any an otherwise conforming Purchase Order that meets the requirements of this Agreement if Client is not and shall Process and deliver Product in arrears in paying amounts due conformity with Purchase Order and payable under 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided (a) A Good or Service listed or described in this Section 4.3(A), Client shall submit to Catalent Agreement or in the Attachments hereto becomes a binding, non-cancelable purchase order for Product specifying Deliverable under this Agreement only upon the number issuance by TELIGENT of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm CommitmentGood or Service. TELIGENT may issue one or more Purchase Orders for such goods or services, in such quantities and at such times as it, in its sole discretion, may elect, subject to the provisions of this Article 4. Purchase Orders for shall include quantities of Product in excess of the Firm Commitment shall to be submitted purchased by Client at least [***] days in advance of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order, Catalent shall issue a written acknowledgement line item (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date as set forth in Attachment 6), and shall 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 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 have the right to escalate the Purchase Order from the Program Manager to a Vice President or set forth a reasonable alternative delivery date, and shall include the Processing DateGeneral Manager of the Wireless Networks Division of ▇▇▇▇▇▇. Catalent may reject any If ▇▇▇▇▇▇ does not respond to the Purchase Order within fifteen (15) days, the Purchase Order shall be deemed to be rejected. (b) Purchase Orders shall conform to the Sample Purchase Order shown in excess 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 the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept 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), 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. D. . In the event of a conflict between that the terms of any the Purchase Order or Acknowledgement and this AgreementAgreement conflict, the terms of this Agreement shall controlgovern.

Purchase Orders. 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 number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client 5.1 Buyer shall submit a Purchase Order to Supplier on a quarterly basis. The Purchase Order shall specify [*] for the Firm Commitment. Products [*] covered by the Purchase Orders for quantities of Product in excess Order and shall be based on [*] as of the Firm Commitment shall be submitted by Client at least [***] days in advance date of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order5.2 Subject to the rescheduling and cancellation provisions herein, Catalent shall issue a written acknowledgement (“Acknowledgement”) Buyer agrees that it accepts or rejects such Purchase Ordershall [*]. Each acceptance Acknowledgement shall either confirm Supplier will ship Products during the delivery date set forth quarter by the Shipment Dates specified in the Purchase Order or set forth or, if Buyer chooses, by Shipment Dates specified in Pull Signals issued by Buyer throughout the quarter. Any [*], unless Buyer informs Supplier otherwise in advance and in writing. 5.3 Supplier will acknowledge receipt and acceptance of Buyer's Purchase Orders within 48 hours of receipt. If Supplier fails to respond to Buyer's Purchase Order within forty-eight (48) hours, such Purchase Order will be deemed accepted by Supplier. Purchase Orders must be placed in advance, with at least the Purchase Order Lead Time agreed to by the Parties, to allow Supplier to meet Buyer's requested Shipment Date. Buyer may request, without incurring any liability Certain confidential information has been omitted from this Exhibit 10.58 pursuant to a reasonable alternative delivery dateconfidential treatment request filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol "[*]" at each place in this Exhibit 10.58 where the omitted information appeared in the original. hereunder, improved Shipment Dates, 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; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to Supplier will [***] 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 terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. 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 number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (each, a “Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly (and in any event within […***…] days) 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 Dateas 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; provided, however, Catalent shall accept 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), 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 ([…***…]%) (rounded up to the nearest whole Batch) in excess of the quantities specified in the Firm Commitment, Commitment subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided in Purchases under this Section 4.3(A), Client Agreement shall submit to Catalent a binding, non-cancelable be made with purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch orders (“Purchase OrderOrders”); provided) issued by Buyer, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment and Buyer shall be submitted by Client at least [***] days in advance of liable under this Agreement for no more than the delivery date requested in the Purchase Order. B. Promptly 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 delivery date amount set forth in the individual Purchase Order or set forth a reasonable alternative delivery dateOrders, unless otherwise agreed. 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 shall include this Agreement is expressly limited to such terms and conditions. Without limitation of the Processing Date. Catalent may reject foregoing, to the extent that any Purchase Order in excess of the Firm Commitment Order, confirmation, acceptance or otherwise not given in accordance any similar document, contains terms that conflict with this Agreement; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts to supply Client or are inconsistent 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall controlgovern, with exception to any pricing terms, payment terms, and delivery terms defined in such 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 [****] months after purchase, unless otherwise agreed. In the case of such purchase, in the event Material is stored to consume, Buyer shall receive a credit for any subsequent usage of the Material by Supplier. Material that is obsolete and inactive will be shipped to Buyer, unless otherwise agreed.

Purchase Orders. A. From time to time as provided Distributor shall order the Products in accordance with the terms and conditions of this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase Agreement. Each order for Product specifying the number purchase of Batches to be Processed, the Batch size Products (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (a “Purchase Order”); provided, that no ) must be submitted to Manufacturer by Distributor by email or Manufacturer’s electronic data interchange (EDI) system. Each Purchase Order may be for less than [***]. Concurrently shall specify: (i) whether the order is being made in connection with the submission sale by Distributor to Retail Customers or to Non-Retail Customers, (ii) the quantity of each Rolling Forecastthe Products being ordered, Client shall submit a Purchase Order (iii) the price to be paid by Distributor to Manufacturer for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall Products ordered, (iv) payment terms granted by Manufacturer (not to 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, Catalent shall issue a written acknowledgement (“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 inconsistent with this Agreement; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not Agreement), (v) the requested receipt date and delivery instructions for the applicable Products ordered, and (vi) that the quantity of Products includes at least one (1) full container of Products (i.e., at least 504,000 units of Products, as 70 pallets of 7,200 units each pallet can be contained in arrears a container), with any orders for any one flavor of Product being in paying amounts due and payable under one pallet quantity denominations (7,200 units per pallet). Receipt dates must be during the term of 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 Commitmentexcept Distributor may request, subject to CatalentManufacturer’s other supply commitments acceptance in Manufacturer’s sole and manufacturingabsolute discretion, packaging and equipment capacity. D. In a Purchase Order with a requested receipt date after the event expiration or termination of a conflict between this Agreement, in which case, if accepted by Manufacturer, the terms and conditions of this Agreement shall apply to such purchase, but under no circumstances should such purchase be deemed to be or construed as being a renewal or extension of this Agreement or the exclusivity rights granted to Distributor herein. The Parties agree that to the extent that any of the terms and conditions of this Agreement conflict or are inconsistent with the terms or conditions of any Purchase Order or Acknowledgement and this Agreementsubmitted by Distributor, the terms and conditions of this Agreement shall controlprevail 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 Manufacturer, in which case the terms and conditions set forth in such Purchase Order shall prevail and control to the extent of any such conflict or inconsistency (but with respect to that order only).

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable All purchase order orders submitted by Buyer for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) Products and the requested delivery date for each Batch Parts (“Purchase OrderOrders”); provided, that no Purchase Order may ) shall be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit in writing in a Purchase Order for the Firm Commitmentform acceptable to SERCOMM. Purchase Orders for quantities of Product in excess shall reference this Agreement, and shall contain the following: (a) a description of the Firm Commitment Products and Parts to be purchased (b) the quantity of Products and Parts to be purchased, (c) requested delivery dates with an order lead time equal to or greater than the order lead time set forth in the Special Terms, (d) destination, (e) confirmation of price, (f) shipping method and (g) requested ex factory date. All Purchase Orders shall be governed exclusively by the terms and conditions of this Agreement, and 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 have no force or effect whatsoever. Furthermore, provided that both parties agree to implement EDI under this Agreement and EDI system is established, all Buyer “Purchase Orders” shall be submitted by Client Buyer or any of its representatives who has been previously authorized or designated by Buyer, and SERCOMM agrees to receive the 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 least [***] days in advance either party’s sole cost, expense and risk. Buyer agrees that it shall not contest the validity or enforceability of the delivery date requested EDI documents based on their electronic format. EDI documents or printouts thereof shall constitute originals when maintained in the Purchase Order. B. Promptly following receipt normal course of business. Buyer agrees that Buyer will assume any risks and damages incurred by Buyer as 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 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 result of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable implementing EDI under 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From COMPANY shall, from time to time as provided in this Section 4.3(A)time, Client shall submit to Catalent purchase SELECTED REAGENT from NEKTAR AL by a binding, non-cancelable written purchase order for Product specifying the number of Batches provided to NEKTAR AL. Each such purchase order shall be Processed, the Batch size (sent to the extent attention of NEKTAR AL's Contract Management and shall specify the Specifications permit Batches of different sizes) quantity and the requested delivery date for each Batch (“Purchase Order”)of SELECTED REAGENT, as well as the site to which SELECTED REAGENT is to be shipped; provided, however, that no Purchase Order may be for COMPANY shall not designate in any purchase order a delivery date that is less than [***]] months after the date of such purchase order. Concurrently No purchase order shall be binding upon NEKTAR AL until accepted by NEKTAR AL in writing. NEKTAR AL shall accept such orders for SELECTED REAGENT to the extent that the quantities of SELECTED REAGENT do not exceed the forecasted amount and to the extent such order is consistent with the submission terms of this AGREEMENT. Upon acceptance of a purchase order, NEKTAR AL shall have each Rolling Forecastshipment of SELECTED REAGENT shipped pursuant to its standard shipping procedures and documentation. Any change to NEKTAR AL's standard shipping procedures and documentation will be addressed through NEKTAR AL's change control procedures. The terms and conditions of this AGREEMENT shall govern all purchase orders, Client notwithstanding the fact that a purchase order or the 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 submit a Purchase Order for deliver SELECTED REAGENT in the Firm Commitment. Purchase Orders for quantities of Product in excess of and at the Firm Commitment shall be submitted by Client at least [delivery schedules set ---------- ***] days * Portions of this page have been omitted pursuant to a Request for Confidential Treatment filed separately with the SEC. forth in advance of this Section 4.4 provided, however, the delivery date requested specifics thereof will be mutually agreed to by the PARTIES in the Purchase Order. B. Promptly 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 delivery date writing and 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 purchase order delivered in accordance with this Agreement; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this AgreementSection 4.4. 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time 7.1 EMC shall submit a written purchase order for all Product(s) ordered from NEI. EMC shall, during the first week of every month, provide NEI with a rolling, [**]-day Purchase Order, cancelable and reschedulable only as provided in this Section 4.3(A)Exhibit A. Purchase orders shall specify EMC's part numbers, Client Product(s) model numbers, quantity ordered, shipping destination, carrier, and shipment dates. NEI shall submit acknowledge in writing to Catalent a binding, non-cancelable EMC its receipt and acceptance or rejection of such purchase order for Product specifying the number within [**] (Business Days of Batches to be Processed, the Batch size (NEI's receipt of each purchase order. NEI's acceptance shall neither change nor add to the extent provisions of this Agreement. For quantities of Products, 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 Specifications permit Batches terms of different sizes) and this Agreement. NEI shall establish a supply line that results in sufficient material being available to support the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than dates in EMC's Rolling [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a ] day Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product Order(s), plus upside orders, as described in excess of the Firm Commitment shall be submitted by Client at least Exhibit A. If, within [***] days in advance of the delivery date requested in the Purchase Order. B. Promptly following Business Days from NEI's receipt of a Purchase Orderpurchase order, Catalent EMC does not receive written notice from NEI rejecting the purchase order and specifying the reasons for such rejection, the purchase order shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Orderbe deemed accepted by NEI. 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the provisions of this Agreement and the terms and conditions of any Purchase Order or Acknowledgement and this AgreementEMC's purchase order, the terms provisions of this Agreement shall controlprevail. Any additional terms contained in EMC's purchase orders or NEI's order acknowledgements shall not be binding unless accepted by the other party in writing.

Purchase Orders. A. From time to time as provided in this Section 4.3(A4.2(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches Product Lots to be Processed, the Batch Product Lot size (to the extent the Specifications permit Batches Product Lots of different sizes) and the requested delivery date for each Batch Product Lot (“Purchase Order”); provided, that no Purchase Order may be for less than [***[ * ] ([ * ]) Product Lots. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly Within [ * ] days following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that specifying whether it accepts or rejects such Purchase OrderOrder (“Acknowledgement”); provided, however that Catalent shall accept such Purchase Order so long as such Purchase Order issued is consistent with the Firm Commitment and given in accordance with this Agreement. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery datedate close in proximity (i.e., within no more than [ * ] ([ * ]) days from the delivery date set forth in the Purchase Order issued by Client), and shall include the Processing Date. Catalent may reject any Purchase Order Orders in excess of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept 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 In the event Client requests in writing quantities of Product in excess of the quantities specified in the Firm Commitment, notwithstanding Section 4.3(B4.2(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; 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 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 (or amend an existing Purchase Order) for such excess quantities and Catalent shall accept such Purchase Order and supply to Client such excess quantities of Product. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From Company shall order the Product by submitting written purchase orders, in Company’s standard form in effect from time to time as provided time, to Manufacturer. Each purchase order shall specify the quantities of the Product ordered which shall be in this Section 4.3(A)Batch quantities or multiples thereof, Client the cartridge size thereof, the desired shipment date for such Product, the pricing, and any special shipping instructions. Company shall submit to Catalent a binding, non-cancelable each purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client Manufacturer at least [***] Business days in advance of the delivery desired shipment date requested specified in the Purchase Order. B. Promptly such purchase order. No more than five (5) Business Days following receipt of a Purchase Ordereach purchase order Manufacturer shall confirm in writing its acceptance of same and shall advise Company of its planned shipment date and its designated lot numbers for the Product. Manufacturer shall make each shipment of the Product in the quantity, Catalent shall issue a written acknowledgement (“Acknowledgement”cartridge size and on the shipment date specified for it on Company’s purchase order, via the mode(s) that it accepts or rejects of transportation and to the party and destination specified on such Purchase Orderpurchase order. Each acceptance Acknowledgement shall either confirm Release samples representing the delivery date Manufacturing Process and meeting the requirements 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; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to Batch Record will be shipped within [***] in excess Business Days after the actual Fill Date. No later than [***] ([***]) Business days following Company’s submission of a purchase order Manufacturer shall ship the Product which is the subject of the quantities specified in the Firm Commitmentpurchase order, subject to Catalent’s other Section 5.1, and shall supply commitments copies of the associated documentation as described in the Quality (Technical) Agreement, including the signed Certificate of Analysis and manufacturing, packaging signed Certificate of Compliance for the Product. Any purchase orders for the Product submitted by Company to Manufacturer shall reference this Agreement and equipment capacity. D. In the event of a conflict between shall be governed exclusively by the terms of any Purchase Order or Acknowledgement contained herein except to the extent set forth in the following sentence. The terms and this Agreement, the terms conditions of this Agreement shall controlsupersede any term or condition in any order, confirmation or other document furnished by Company or Manufacturer that is inconsistent with these terms and conditions, except to the extent that any term, provision or condition set forth in a purchase order expressly states that it supersedes any term, provision or condition of this Agreement, unless it is mutually agreed between the parties hereto. If purchase orders are issued less than [***] Business days in advance of the desired shipment date, Manufacturer shall make commercially reasonable efforts to meet Company’s requirements, however Manufacturer’s failure to meet such requirements shall not be deemed to be a breach of this Agreement. In the event a purchase order is issued less than [***] ([***]) Business days in advance of the desired shipment date, Manufacturer shall advise Company within (5) five Business Days whether such purchase order can be fulfilled by the date requested in the purchase order and the parties shall agree upon a delivery date of the requested Product.

Purchase Orders. A. From (i) Customer shall, in accordance with Supplier’s lead time of [***], place Purchase Orders via email to time as provided Supplier with Supplier for the quantities of API indicated in this the then-current Forecast’s Firm Period and confirmed by Supplier pursuant to Section 4.3(A3.2. Supplier shall have no obligation to fulfill any Purchase Orders submitted without such required [***] lead time. Subject to the terms of Section 3.3(iii), Client Purchase Orders shall submit to Catalent constitute a binding, non-cancelable cancellable obligation of Customer to purchase order for Product specifying API so ordered. Each Purchase Order issued hereunder shall be governed by the number terms and conditions of Batches to be Processedthis Agreement, the Batch size (to the extent the Specifications permit Batches of and Supplier hereby specifically rejects any different sizes) and the requested delivery date for each Batch (“or additional terms and/or conditions contained in any such Purchase Order”); provided, that no . (ii) Each Purchase Order may submitted to Supplier by Customer shall be for no less than i) [***] of API if submitted in the first Contract Year, and ii) no less than [***]. Concurrently ] of API if submitted in any subsequent Contract Year. (iii) Supplier shall provide Customer with the submission a written confirmation of its ability or inability to satisfy each Rolling Forecast, Client shall submit a Purchase Order for within [***] following Supplier’s receipt thereof. If Supplier fails to provide Customer with such written confirmation [***] following Supplier’s receipt thereof, such failure shall be deemed Supplier’s acceptance of the delivery date and quantity terms of the Purchase Order and confirmation of Supplier’s ability to satisfy the entirety of such Purchase Order. Until the earlier of (a) Customer’s receipt of Supplier’s written confirmation of its ability to satisfy the Purchase Order and (b) the [***] after Supplier’s receipt of the Purchase Order, Customer shall have the right to cancel such portion of the Purchase Order that solely relates to quantities of API under the then-current Forecast’s Firm Commitment. Period that have not been previously forecasted under any prior Forecast’s Firm Period. (iv) Notwithstanding the foregoing, any failure by Customer to comply with its obligations under this Agreement to issue Purchase Orders for quantities of Product API indicated in excess any Firm Period shall not relieve Customer 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, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date its obligation to pay for those confirmed quantities set forth in the Purchase Order or set forth such Firm Period on 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; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this Agreementtake-or-pay basis. 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. 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 (a) During the number of Batches to be ProcessedTerm, the Batch size (Company may issue Purchase Order(s) to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]Contractor. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly following Upon receipt of a Purchase OrderOrder by the Contractor, Catalent shall issue a written acknowledgement (“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 datewill form part of this Contract and the Contractor must supply the Services under the Purchase Order, 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; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this AgreementContract. C. Notwithstanding Section 4.3(B(b) Prior to issuing a Purchase Order, the Company may make a request to the Contractor to perform Services (Request). If the Company makes a Request, Catalent shall use commercially reasonable efforts to supply Client with quantities the Contractor must, within 3 Business Days of Product which are up to [***] in excess receipt of the quantities Request (or such other time specified in the Firm CommitmentRequest or agreed between the parties), subject confirm its availability to Catalent’s complete the Services in accordance with the Request and, if required, provide the Company with a firm price to perform the Services requested (calculated in accordance with Schedule 3) and provide any other supply commitments and manufacturinginformation the Company has requested. If the information provided to the Company by the Contractor under this clause 2(b) is acceptable to the Company, packaging and equipment capacitythe Company may then issue a Purchase Order with respect to the Request. D. In (c) By commencing performance of the event of Services under a conflict between Purchase Order, the Contractor agrees to be bound by the terms of any the Purchase Order or Acknowledgement and this AgreementContract, 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 accordance with this 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 Agreement shall controlContract, 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 new Purchase Order under this Contract after the expiry of the unextended Term.

Purchase Orders. A. From Within [*] of the 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 (ii) not more than [*] of the Forecasted Amount. Each Purchase Order shall 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 such oral, telecopy or fax order. Each Purchase Order shall request a shipping date (a "Shipping Date") of the Hard Disk Drives ordered thereby not earlier than [*] (or such sooner time as Quantum may approve in writing following TiVo's request) from the date of such Purchase Order and not later than [*] following the last day of the Term. Purchase Orders submitted to Quantum 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 number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment hereunder shall be submitted governed by Client at least [***] days in advance of the delivery date requested in the Purchase Order. B. Promptly 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 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement only, and nothing contained in any such Purchase Order shall controlin any way modify this Agreement or add any term or condition hereto. TiVo shall not deliver to Quantum any Purchase Order that orders a number of Hard Disk Drives whose aggregate cost hereunder exceeds the credit limit established by Quantum with respect to TiVo, and Quantum shall have no obligation with respect to any Purchase Order delivered in breach of the foregoing obligation. Quantum shall notify TiVo of the amount of such credit limit upon request.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client 5.3.1. Customer shall submit to Catalent a binding, non-cancelable purchase order provide BVL with Purchase Orders for its Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for requirements not less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least [* (***] *) days in advance prior to its anticipated delivery date. Customer may increase the quantity or accelerate the scheduled Manufacturing Date of any Firm Order with the written consent of BVL, such 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. Such Purchase Orders shall be subject to acceptance by BVL. BVL will respond to Customer’s Purchase Order with either a confirmation or proposed modification as to delivery date requested within **** (****) business days of receipt by BVL. Customer may, in its sole discretion, decrease, postpone or cancel any Firm Order, subject to the Purchase Order. B. Promptly following receipt provisions of Paragraph 6.5. Any terms or conditions of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) or similar standardized form given or received pursuant to this Agreement that it accepts are additional 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 inconsistent with this Agreement; providedAgreement shall have no effect and are hereby excluded, however, Catalent shall accept any Purchase Order that meets unless this Section is expressly referenced by the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this AgreementParties. C. Notwithstanding Section 4.3(B), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to [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 (i) Customer, in excess its good faith judgment, determines that a Product, if Manufactured, will not be 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 any consent decree or any of the quantities specified remedial actions, investigations or adverse events described in the Firm CommitmentArticle III hereof or (iii) BVL has breached its representations, subject to Catalent’s warranties, or other supply commitments and manufacturing, packaging and equipment capacity. D. In the event obligations under of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, then Customer shall have the terms right, at its Product until such time as the cause giving rise to the non-marketability of this Agreement the Product is abated. The Parties shall controlcooperate in good faith to schedule Manufacturing of such effected Products as soon as reasonably practicable.

Purchase Orders. A. From time to time as provided (a) During the Term, Allos shall purchase and Hovione shall supply at least the percentage of Allos’s annual API requirements stated in this Section 4.3(A)Attachment B under “1. API Purchase/Supply Minimums.” (b) During the Commercial Supply Phase, Client Allos shall submit to Catalent a binding, non-cancelable purchase order provide Hovione with Purchase Orders on Allos’s forms for Product specifying [ * ] at least [ * ] before the number start of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no such [ * ]. Each Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted formally accepted by Client at least [***Hovione within [ * ] days in advance of the delivery date requested in the Purchase Order. B. Promptly 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 delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery dateits transmission, and shall include not be rejected unless Allos has either not observed the Processing Date[ * ] 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. Catalent may reject any Any Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent rejected by Hovione within [ * ] shall accept any Purchase Order that meets the requirements of this Agreement if Client be deemed accepted. If there is not in arrears in paying amounts due and payable under 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. D. In the event of a conflict between the terms contained in this Agreement and the terms contained in any of Allos’s standard form Purchase Orders, any Purchase Order delivery documents or Acknowledgement and this Agreementin Hovione’s acceptance documents, the terms of this Agreement shall controlgovern. (c) Each Purchase Order submitted to Hovione by Allos 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 quantity of API ordered. Subject to Hovione’s written consent, which shall not be unreasonably withheld, the aggregate Purchase Orders for a [ * ] shall 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 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 cancel or reduce the quantities of API ordered in a Purchase Order that has been accepted by Hovione. If such notification is provided to Hovione less than [ * ] prior to the 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 the underutilization of the operational portion of the Facility that would have ordinarily been used in 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 (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 amount set forth in Attachment B for that quantity of API. (e) If, in Allos’ sole discretion, at the time 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 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. (f) Hovione, on 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 able to obtain on-line information on the then-outstanding accepted Purchase Orders for API, including the expected delivery date(s). If such computer access is made available to 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 information.

Purchase Orders. A. From time To effect the purchase of Product, Buyer shall give Seller a binding written purchase order; such order shall: (i) be given to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying Seller at least the number of Batches 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 delivery date of Product to be Processedpurchased; (iii) be subject to the 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"), and shall 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 Batch size 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 Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. aggregate Purchase Orders for quantities of Product in excess of such Calendar Quarter exceed the Firm Commitment shall be submitted forecasts for such Calendar Quarter by Client at least [***] days in advance of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order, Catalent shall issue a written acknowledgement more than twenty-five percent (“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; provided, however, Catalent shall accept 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(B25%), Catalent although Seller shall use commercially reasonable efforts to supply Client with quantities fulfill all such Purchase Orders. Seller shall not be obligated to fulfill any Product Order 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 capacityless than $500. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time 10.1 During the term of this Agreement, Kornit may provide Sanmina with written Purchase Orders for the Products. As a matter of convenience and subject to time as provided in this the provisions of Section 4.3(A)9.3 below, Client shall submit to Catalent a binding, non-cancelable Kornit may use its standard purchase order form for Product specifying any orders provided for hereunder. Each Purchase Order shall be in the form of a written or electronic communication and shall contain the following information: (i) the part number of Batches the Product; (ii) the quantity of the Product; (iii) the delivery date or shipping schedule; (iv) the location to which the Product is to be Processedshipped; and (v) transportation instructions. Each Purchase 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 Batch size circumstances. 10.2 Sanmina shall accept purchase orders from Kornit that comply with the provisions of this Agreement, including without limitation, that the fees reflected in each such purchase order are consistent with the Parties’ then-current agreement with respect to the fees and that the delivery date requested thereunder is consistent with the Delivery Date. Sanmina shall notify Kornit of the acceptance or rejection of any purchase order (only to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently it does not comply with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least foregoing conditions) within [***] days in advance Business Days of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Ordersuch purchase order. To the extent that Sanmina does not provide Kornit any notice of rejection within the above- mentioned time frame, Catalent the purchase order shall issue a written acknowledgement (“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, be deemed rejected 10.3 The terms 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; provided, however, Catalent shall accept any Purchase Order that meets the requirements conditions of this Agreement if Client will control over any terms contained in any quotation, purchase order issued by Kornit, written acceptance or acknowledgment by Sanmina, invoice or any other form instalment exchanged by the Parties that is not in arrears in paying amounts due clearly an amendment to this Agreement signed by both Parties and payable under this Agreement. C. Notwithstanding Section 4.3(B)no additional, Catalent shall use commercially reasonable efforts contradictory, modified or deleted terms established by such instruments are intended 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. D. In the event of a conflict between the terms of have any Purchase Order or Acknowledgement and this Agreement, effect on the terms of this Agreement shall controlAgreement, even if such instrument is accepted by the other Party.

Purchase Orders. A. From time to time as provided Buyer and ▇▇▇▇▇▇▇▇▇ shall execute purchase orders, contracts, agreements, transaction documents, quotations, communications, and documents that memorialize their business dealings, which shall require the written agreement from Kundinger which shall customarily be in this Section 4.3(A)the form of an acknowledgement (individually and collectively, Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“"Purchase Order”); provided, that no " or "Purchase Order Orders") in such form and manner as may be for less than [***]mutually agreed between ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇. Concurrently By doing business with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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 ▇▇▇▇▇▇▇▇▇ and engaging ▇▇▇▇▇▇▇▇▇ pursuant to the Purchase Order. B. Promptly following receipt , ▇▇▇▇▇ submits to and agrees to the terms and conditions of this Agreement, regardless of whether ▇▇▇▇▇ has executed a signed Purchase Order; i.e., Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in reference within 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; provided, however, Catalent shall accept any Purchase Order that meets the requirements of to this Agreement if Client is not in arrears in paying amounts due and payable under 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. D. be considered binding upon Buyer. In the event case of a conflict between this Agreement and the terms of any Purchase Order or Acknowledgement and this Agreementa document pertaining to a Purchase Order, Goods, Services, and/or whatsoever related to ▇▇▇▇▇▇▇▇▇, the terms and conditions of this Agreement shall controlprevail. If Buyer submits additional and/or different terms to ▇▇▇▇▇▇▇▇▇ in connection with any of the foregoing, ▇▇▇▇▇▇▇▇▇'▇ subsequent fulfillment shall not be construed as acceptance of such additional and/or different terms, nor shall ▇▇▇▇▇▇▇▇▇'▇ subsequent performance be construed as an acceptance of any provision of the Uniform Commercial Code in favor of Buyer or any term that is contrary to this Agreement. All sales and provision of Goods and/or Services by ▇▇▇▇▇▇▇▇▇ are conditioned upon and subject to Buyer's acceptance of this Agreement and all terms and conditions herein, which are incorporated into every Purchase Order, whether verbal or written. No modification of this Agreement shall be binding upon ▇▇▇▇▇▇▇▇▇ (regardless of form, situation, or circumstance, express or implied), unless in writing and signed by an authorized agent of ▇▇▇▇▇▇▇▇▇. Buyer waives any claims or defenses regarding enforceability, applicability, or unconscionability of this Agreement.

Purchase Orders. A. From All purchases pursuant to this Agreement shall be made by means of a purchase order issued from time to time by LMT and accepted in writing by VPC (each a "Purchase Order"). Unless otherwise agreed by the Parties, each Purchase Order shall be in the form of a written or electronic communication and shall contain the following information: (i) a reference to the Quote pursuant to which the Purchase Order has been issued and a statement by LMT that except as provided specifically set forth in this Section 4.3(Athe Purchase Order, LMT has accepted all terms and conditions set forth in the Quote, including without limitation the estimated Licensed Component Production Cost and LMT ▇▇▇▇-Up for any Licensed Production Components, and/or the prices, charges and fees to be charged by VPC to LMT for any other Product(s), Client shall submit the payment terms to Catalent a bindingbe offered to Customer, non-cancelable purchase order and the warranty terms for Product specifying the warranty to be offered by LMT to the Customer; (ii) the part number of Batches to be Processedthe Product(s) as assigned by the Quote and the Parties’ agreed upon classification of the Product(s) as (a) Non-Production Products, (b) Licensed Production Components, or (c) Conventional Products; (iii) the Batch size quantity of Product(s) ordered; (to the extent the Specifications permit Batches of different sizesiv) and the requested delivery date for each Batch (“Purchase Order”or shipping schedule of the Product(s); provided(v) delivery instructions, including the location to which the Product(s) are to be shipped and the method of shipment and name of a carrier that will accept delivery Ex Works VPC’s manufacturing facility (if no Purchase Order carrier is specified, VPC may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit but is not required to select a carrier); (vi) a reference to this Agreement; and (vii) a Purchase Order number for the Firm Commitmentbilling purposes. VPC shall accept all Purchase Orders that are consistent with a Quote that had not expired and was not withdrawn by VPC at the time the Purchase Order was received. VPC may reject any Purchase Order that is inconsistent with the Quote or for quantities which the Quote had expired or been withdrawn at the time the Purchase Order was received. Any Purchase Order that is not accepted by VPC within five (5) business days of Product in excess of the Firm Commitment receipt shall be submitted deemed to have been rejected by Client at least [***] days in advance VPC. The terms of the delivery date requested in the this Agreement shall be deemed incorporated into and made a part of each Purchase Order. B. Promptly following receipt . Any terms appearing in any Purchase Order, or in any acknowledgment or acceptance of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts differ from or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth are 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; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts addition 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement and/or the terms to be included in the Purchase Order as specified in this Section shall controlbe void, unless and only to the extent such terms are specifically acknowledged in writing by the Parties as constituting an amendment to this Agreement.

Purchase Orders. A. From time to time as provided in this Section 4.3(A4.2(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (each, a “Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly 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; provided, however, . If Catalent shall accept any does not reject a Purchase Order that meets during [***], the requirements Purchase Order shall be deemed accepted as submitted including acceptance of this Agreement if Client is not the delivery date set forth in arrears in paying amounts due and payable under this Agreementthe Purchase Order. C. Notwithstanding Section 4.3(B), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product set forth in a Purchase Order 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client Purchaser shall submit written purchase orders for Products to Catalent NEB (each, a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no ) in accordance with the 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 delivery date(s) using delivery schedules and lead times as may be for agreed upon by the Parties, provided that Purchaser shall not specify lead times that are less than [***]] from the date the Purchase Order was received by NEB unless otherwise agreed in writing by NEB. Concurrently Each Purchase Order will be binding on Purchaser and must be consistent with the submission binding portion of each the Rolling Forecast, Client . NEB shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least notify Purchaser within [***] days in advance of the delivery date requested in the Purchase Order. B. Promptly 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 delivery date set forth in if the Purchase Order or set forth a reasonable alternative delivery date, and has been accepted; provided that NEB shall include the Processing Date. Catalent may 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 excess the binding portion of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept any then-current Rolling Forecast and the Purchase Order that meets is otherwise compliant with 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), Catalent 2.3. NEB shall use commercially reasonable efforts to supply Client with quantities fill Purchase Orders for any quantity of Product which are up that, alone or cumulatively with other Purchase Orders submitted to NEB for Product delivery during such [***] in excess of ], exceeds the quantities amount specified in the Firm Commitmentbinding portion of the then-current Rolling Forecast. Any Purchaser-proposed changes in the quantity, subject to Catalent’s other supply commitments and manufacturingmethod of shipment, packaging and equipment capacity. D. In schedule or place of delivery after the event submission of a conflict between the terms of any Purchase Order or Acknowledgement must be provided to NEB in writing and this Agreement, the terms of this Agreement shall controlwill only be effective if approved in writing by NEB.

Purchase Orders. A. From time Qorvo shall supply to time as provided in this Section 4.3(A), Client Zomedica the quantities of each BAW Sensor ordered by Zomedica pursuant to one or more Purchase Orders. Zomedica shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no [***] such Purchase Order may be for less than to Qorvo per [***]. Concurrently with the submission Each Purchase Order shall specify a quantity of each Rolling Forecast, Client BAW Sensor within [***] and [***] of the quantities specified for the corresponding [***] in the Forecast and shall submit a be in accordance with and no less than the Minimum Purchase Requirements. Zomedica shall provide each Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client to Qorvo at least [***] calendar days prior to the requested delivery date(s) specified by Zomedica therein, in advance of the delivery date requested in each case, by electronic transfer to such email address designated by Qorvo. Each Purchase Order shall specify: (a) the Purchase Order. B. Promptly following receipt Order number; (b) the type and quantities of a Purchase Ordereach BAW Sensor to be purchased by, Catalent and supplied to, Zomedica; (c) Zomedica’s requested delivery date(s), which delivery date(s) shall issue a be subject to Qorvo’s written acknowledgement approval, and shipping instructions with respect thereto; (“Acknowledgement”d) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date facility to which the BAW Sensors set forth in the such Purchase Order are to be shipped; (e) Zomedica’s billing address for Qorvo’s invoice; (f) the applicable Price for each BAW Sensor; and (g) any other information necessary to ensure the timely production and delivery of each BAW Sensor. Qorvo shall confirm to Zomedica all Purchase Orders that are properly submitted (i.e., with no omissions or set forth a reasonable alternative delivery dateerrors), including quantities, pricing, 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; provided, however, Catalent shall accept 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(Brequested delivery date(s), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to within [***] calendar days after receipt. Any Purchase Orders not expressly rejected by Qorvo shall be deemed to have been accepted. Notwithstanding anything in excess this Agreement or any Purchase Order to the contrary, the supply, purchase and sale of the quantities specified each BAW Sensor shall be governed solely by this Agreement and any additional or contrary terms or provisions contained 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 terms of any Purchase Order or Acknowledgement similar form or invoice or acknowledgment shall be void and this Agreement, the terms of this Agreement shall controlhave no force or effect.

Purchase Orders. 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 number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (each, a “Purchase Order”); provided, that no all Purchase Order may Orders shall be for less than [***]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 quantities 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, 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; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product set forth in a Purchase Order 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time 7.1 Buyer shall place orders for API in accordance with this Agreement and Supplier constraints as provided in this Section 4.3(A), Client shall submit to Catalent expressed hereunder (a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no . Supplier’s form of a Purchase Order may is annexed hereto as Exhibit 4 and made a part hereof as if set out verbatim. 7.2 Such Purchase Order shall be for less than placed with a lead time of [***] prior to the requested delivery date. 7.3 Supplier shall accept or reject any Purchase Order placed in accordance with the Forecast within [***] of receipt; and if not timely rejected in writing within the aforesaid [***] period ([***]. Concurrently with ), the submission of each Rolling Forecast, Client shall submit a Purchase Order shall be deemed automatically accepted without the need for any further action or deed. In the Firm Commitment. event that Buyer places Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least [***] days in advance of Max Capacity or the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase OrderForecast then Supplier shall, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects subject to Section 4, make reasonable commercial efforts to accept such Purchase Order. Each acceptance Acknowledgement shall either confirm Orders subject to it adjusting the delivery date set forth in times and pricing as may be required to meet such additional demand, 7.4 Upon acceptation by Supplier, the Purchase Order or set forth a reasonable alternative delivery date, will become firm and shall include binding between the Processing DateParties. Catalent may reject any Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any this Agreement and a Purchase Order or Acknowledgement and this Agreement, then the terms of this Agreement shall control.control for all purposes unless otherwise agreed to by the 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 any other standard document issued by a Party shall not apply to this Agreement,

Purchase Orders. A. From time Buyer agrees to time as provided in this Section 4.3(A), Client shall submit to Catalent Seller a bindingbinding purchase order, non-cancelable purchase order for which will specify, among other things, (i) the quantity of NR Product specifying ordered and (ii) the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (the “Purchase Order”); provided, that no Purchase Order may be for less than ) at least […***]…] in advance of any required NR Product delivery date. Concurrently with the submission of each Rolling Forecast, Client shall submit a All NR Product will be made available for pick up at Seller’s designated facility (“Seller’s Facility”). Each Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted will not vary by Client at least more than […***…] days percent ([…***…]%) from the applicable Binding Forecast. Any terms contained in advance of the delivery date requested in the Purchase Order. B. Promptly 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 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 which are inconsistent with the terms of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept any Purchase Order that meets the requirements be excluded and are of this Agreement if Client is not in arrears in paying amounts due no force and payable under 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. D. effect. In the event of a conflict between the terms of any this Agreement and a Purchase Order or Acknowledgement and this AgreementOrder, the terms of this Agreement shall controlprevail. 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 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 minimum pack size shall be […***…]kg. The NR Product shall have a minimum remaining shelf life of […***…] upon availability at Seller’s Facility.

Purchase Orders. A. From time to time as provided in this Section 4.3(A4.2(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches Product Lots to be Processed, the Batch Product Lot size (to the extent the Specifications permit Batches Product Lots of different sizes) and the requested delivery date for each Batch Product Lot (“Purchase Order”); provided, that no Purchase Order may be for less than [***[ * ] ([ * ]) Product Lots. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly Within [ * ] days following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that specifying whether it accepts or rejects such Purchase OrderOrder (“Acknowledgement”); provided, however that Catalent shall accept such Purchase Order so [ * ] = Certain information on this document has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. long as such Purchase Order issued is consistent with the Firm Commitment and given in accordance with this Agreement. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery datedate close in proximity (i.e., within no more than [ * ] ([ * ]) days from the delivery date set forth in the Purchase Order issued by Client), and shall include the Processing Date. Catalent may reject any Purchase Order Orders in excess of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept 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 In the event Client requests in writing quantities of Product in excess of the quantities specified in the Firm Commitment, notwithstanding Section 4.3(B4.2(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; 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 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 (or amend an existing Purchase Order) for such excess quantities and Catalent shall accept such Purchase Order and supply to Client such excess quantities of Product. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time (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 time believe it cannot meet the Forecast. Durect’s providing of such notification shall not be interpreted in any manner as provided in relieving Durect of its obligations under this Section 4.3(A)Agreement, Client nor shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches it prevent Hospira from pursuing any and all rights and remedies Hospira may have based on Durect’s failure to be Processed, the Batch size (able to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than deliver Finished [* * ***]. Concurrently ] in accordance with the submission terms of each Rolling Forecast, Client this Agreement. Hospira shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client place purchase orders with Durect at least [*** * *] days in advance of the delivery date requested in specified on the Purchase Order. B. Promptly following purchase order. Durect will confirm each purchase order and its delivery date within [* * *] business days from the date of receipt of a Purchase Order, Catalent such purchase order. Hospira shall issue a written acknowledgement (“Acknowledgement”) that be obligated to purchase all quantities of Finished [* * *] so ordered and Durect shall accept all such purchase orders 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 receives in accordance with this Agreement; providedSection. In ordering and delivering, howeverthe Parties shall use their standard forms, Catalent but nothing in those forms shall accept any Purchase Order that meets be construed to modify or amend the requirements terms of this Agreement if Client 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 arrears 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 deliver the Finished [* * *] in paying amounts due and payable under accordance with the terms of this Agreement. C. Notwithstanding Section 4.3(B)(b) In the event that Hospira requests Durect to supply Finished [* * *] in less than [* * *] days, Catalent Durect shall use commercially reasonable efforts to do so, provided that if Durect provides notice to Hospira of additional charges in meeting Hospira’s request beyond those normally incurred in supplying Finished [* * *], including but not limited to, expedited analytical charges or shipping charges, then Hospira shall either (i) agree to pay Durect for any such additional charges, or (ii) withdraw its request for the 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 Client with quantities of Product which are up to Finished [*** * *] in excess of [* * *] of the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacityForecast. D. In (c) With respect to purchase orders for Finished [* * *], Durect agrees that such purchase orders, and the event of a conflict between the terms of content thereof, shall be deemed confidential and shall not be disclosed to any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall controlthird party.

Purchase Orders. A. From time By January 6, 2023, the Parties will have discussed and agreed on the timing for delivery of the Batches required to time be delivered hereunder in Q1 2023 and Acorda shall in connection therewith issue Purchase Orders for such Batches by such date and they shall be attached hereto as provided Exhibit D. For each Batch ordered by Acorda hereunder other than the Batches required to be delivered hereunder in this Section 4.3(AQ1 2023 (per above), Client Acorda shall submit no later than [*****] prior to Catalent the COA Target Date a binding, non-cancelable written purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that consistent with the forecast for the applicable time 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 Purchase Order may be for less earlier than [***]. Concurrently with **] following the submission of each Rolling Forecast, Client shall submit a date on which the Purchase Order for is submitted), and any other elements necessary to ensure the Firm Commitmenttimely Manufacture and shipment of the ordered Supplied Product. Purchase Orders for quantities 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 include the commercial capsule pricing (or Bulk Product in excess of the Firm Commitment shall be submitted by Client at least pricing, if applicable) from Schedule 4, including but not limited to [*****] days in advance and the applicable price [*****]. The entity that executes a Purchase Order with Manufacturer shall be considered “Acorda” for all purposes of the delivery date requested in Purchase Order and this Agreement and the Purchase Order. B. Order shall be 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 Minimum Commitments, if any, [*****], if any, set forth under this Agreement. Acorda shall remain liable to Manufacturer for the Purchase Orders placed by such entity as if such entity were Acorda. Promptly following receipt of a Purchase Order, Catalent Manufacturer shall issue a written acknowledgement (each, an “Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Manufacturer shall accept any Purchase Order up and until the Reserved Capacity has been exhausted (including accepting the Purchase Order partially) and shall not unreasonably reject any Purchase Order for the PSD-7. The Acknowledgement shall either confirm the delivery date COA Target Date set forth in the Purchase Order or set forth propose to Acorda a reasonable alternative delivery date, and which shall include apply only if Acorda consents, at its sole discretion, to such alternative delivery date. The Parties will negotiate in good faith the Processing Date. Catalent may reject acceptance by Manufacturer of any Purchase Order Orders in excess of the greater of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this AgreementReserved Capacity for the applicable period. 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided in this Section 4.3(A4.6(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“"Purchase Order”"); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least [***] days in redacted]in advance of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order, Catalent shall issue a written acknowledgement within [redacted] (“"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; provided, however, Catalent shall accept 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(B4.6(8), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to [***] in redacted]in excess of the quantities specified in the Firm Commitment, subject to Catalent’s 's other supply commitments and manufacturing, packaging and equipment capacity. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided in this Section 4.3(Aduring the Term (typically, on a monthly basis), Client Cadence shall submit to Catalent deliver purchase orders (each, a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”) to Grifols for Product to be purchased pursuant to this Agreement. Each Purchase Order shall specify the quantity of the Product ordered, the destination for delivery of the Product, the required Delivery Date for the Product and the desired method of shipping. The Purchase Orders may be delivered electronically or by other means to such location as Grifols shall designate. Except with the prior written consent of Grifols, Cadence shall deliver each Purchase Order to Grifols not less than [***] days prior to the Delivery Date specified in the Purchase Order, and the minimum size of any order placed by Cadence shall be a full batches (i.e., [***]); , with larger orders being in whole number multiples of a batch. All Purchase Orders shall be subject to Grifols’ written acceptance, which shall be provided to Cadence within [***]*** of Grifols’ receipt of the Purchase Order. Grifols shall supply the Product in response to each Purchase Order placed in accordance with the terms of this Agreement by Cadence, provided, that no each such Purchase Order may shall be for deemed to have been fully satisfied if the quantity of each of the Products supplied is not more than [***]% and not less than [***]. Concurrently with % of the submission quantity of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment Products ordered. The maximum delivery lead time for all Product purchased by Cadence shall be submitted by Client at least [***] days in advance after Grifols’ receipt of the delivery date requested in the each Purchase Order. B. Promptly 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 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From 3.1 During the term of this Agreement, IAI shall have an irrevocable option, exercisable at IAI’s discretion at any time, and from time to time time, to purchase Parts and/or spares or replacements therefore, by way of (a) regular purchase orders or (b) “ship to bin”, as provided specified in this Section 4.3(A)paragraph 8, Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches all to be Processed, the Batch size (subject to the extent the Specifications permit Batches terms and conditions of different sizes) this Agreement and the requested delivery date for each Batch 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”); provided, that no Purchase Order may of Seller’s acceptance thereof. 3.2 The terms of IAIs Standard T & C shall be incorporated by reference into this Agreement for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. all IAI Purchase Orders for quantities of Product in excess Parts. All Parts delivered hereunder shall be subject to IAI’s quality assurance requirements which shall require, among other things, that: (a) the manufacturer of the Firm Commitment Part shall be submitted included in the list of approved manufacturers, as detailed and listed in the IAI’s website (the “Approved Manufacturer”), and (b) the Part shall be detailed with the part number allocated to it by Client at least [***] days such Approved Manufacturer, including the date code (“Date Code”), and any related quality assurance information (collectively, the “Standard Requirements”). In the event that IAI shall cease working with an Approved Manufacturer, IAI shall afford Seller reasonable notice period in advance order for Seller to select and find a suitable replacement Approved Manufacturer. Seller shall maintain all of the delivery date requested aforesaid Standard Requirements for all Parts in the Purchase Order. B. Promptly following receipt of a Purchase OrderSellers buffer inventory, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Orderas detailed in paragraph 6 below. 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the Standard T & C and the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this agreement shall be deemed to prevail. 3.3 For the sake of clarity, if the event of that IAI decides to issue a purchase order by way 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 form any liability from IAI to Seller. Therefore, if for any reason this Agreement shall controlbe 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 scheduled delivery date of any Part on order, accelerate the delivery date of such Part. 3.7 IAI may, at no additional cost and on giving one (1) week written notice to Seller prior to the scheduled delivery of any Part on order, stretch-out the delivery date of such part.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client Contractor shall submit to Catalent a binding, non-cancelable only accept purchase orders that: (a) contain the mandatory purchase order for Product specifying language set forth in Section 2.7.1, below, (b) specify the number quantity of Batches to be ProcessedGoods ordered; (c) specify a delivery schedule, the Batch size if any; (to the extent the Specifications permit Batches of different sizesd) specify delivery location; (e) specify invoicing address; and the requested delivery date for each Batch (f) specify OSP’s authorized representative (“Purchase Order”); provided. Contractor shall only accept Purchase Orders that do not vary, that no amend, modify, or add Contract provisions other than changes to the OSP’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 may be for less than [***]. Concurrently Contractor accepts shall create a separate Contract between the parties, enforceable in accordance with the submission terms thereof and independent of each Rolling Forecastall other such Contracts. 2.7.1. MANDATORY PURCHASE ORDER LANGUAGE:‌ THIS PURCHASE ORDER, Client shall submit 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 pay for an order, an OSP generated Purchase Order is not a necessary document to the transaction. In lieu of a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess document, a Contractor order acknowledgement document will become a part of the Firm Commitment Contract. However, in no event will an order acknowledgement, web order page or other Contractor generated document used to acknowledge the order such modify or provide additional terms and conditions of this Contract. 2.7.3. In the event a court of competent jurisdiction determines that a Purchase Order constitutes an offer rather than an acceptance, then acceptance by Contractor shall be submitted by Client at least [***] days in advance limited to the terms and conditions of the delivery date requested in the Purchase Order. B. Promptly 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 delivery date Contract as 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; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this Price 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time (a) In connection with the Agreement Date and thereafter not later than ten (10) Business Days prior the first date of each calendar month, Seller will provide to time Buyer a draft Purchase Order from Buyer for the New Systems that Seller expects will be Delivered in the applicable calendar month. So long as provided in this Section 4.3(A)no Seller Default has occurred and is continuing hereunder, Client shall Buyer will, within five (5) Business Days of such notice, submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Seller an executed Purchase Order may be for less than [***]such New Systems. Concurrently with So long as no Buyer Default has occurred and is continuing hereunder, Seller shall promptly accept each such Purchase Order by countersigning and returning it to Buyer; provided that the submission failure of each Rolling Forecast, Client shall submit Seller to countersign or return to Buyer a Purchase Order for the Firm Commitment. shall not invalidate such Purchase Orders for quantities of Product in excess of the Firm Commitment Order and Seller 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, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects obligated to deliver such New System under 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; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under as contemplated by this Agreement. C. (b) Notwithstanding Section 4.3(B), Catalent shall use commercially reasonable efforts anything to supply Client with quantities of Product which are up to [***] the contrary set forth 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 terms of any Purchase Order or Acknowledgement and this Agreement, the terms 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 this Agreement the foregoing, Seller shall controlnot 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. A. From 2.1 The Purchaser shall order products from the Producer by delivery to the Producer of a written purchase order (a "PURCHASE ORDER") in the Purchaser's standard form, as the same may be amended by the Purchaser from time to time as provided in this Section 4.3(A)time, Client shall submit to Catalent a binding, non-cancelable which purchase order for Product specifying shall set forth the number amount of Batches Fabric to be Processedmanufactured, the Batch size (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 extent manufacture of the Specifications permit Batches of different sizes) Fabric by the Producer and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may purchase thereof by the Purchaser as the Purchaser shall deem to be for less than [***]necessary or appropriate. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly 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 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; provided, however, Catalent shall accept 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), 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. D. In the event of a any conflict between the terms of any a Purchase Order and any document provided by the Purchaser in connection therewith (including, but not limited to, any confirmation or Acknowledgement and this Agreementinvoice), the terms of this Agreement the Purchase Order shall controlprevail. 2.2 A Purchase Order shall be deemed to have been accepted by the Producer unless expressly rejected by the Producer within five (5) business days after the receipt thereof. Any such rejection shall be in writing and shall specify in reasonable detail the grounds therefor. 2.3 The Purchaser shall have the right to cancel or amend all or any portion of a Purchase Order at any time prior to the 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. Any such amendment shall be deemed to have been accepted by the Producer unless expressly rejected by the Producer within forty-eight (48) hours after receipt thereof in the manner set forth in SECTION 2.2.

Purchase Orders. A. From Distributor shall submit Product purchase orders to the Company by email, addressed to s▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, or to such other person at such other address or email as the Company may from time to time as provided in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable designate. Each Product purchase order for Product specifying shall meet the number requirements set forth in Exhibit B, and shall set forth (a) the identification and quantity of Batches to be Processedthe Products ordered, the Batch size including any “white labeling” specifications, (to the extent the Specifications permit Batches of different sizesb) and the requested delivery date for each Batch date, (“Purchase Order”); providedc) shipping instructions and shipping address, that and (d) such other information as the Company may reasonably request. All purchase orders are subject to acceptance by the Company in writing, and no Purchase Order may purchase order shall have any force or effect hereunder unless or until accepted by the Company in writing. A purchase order will be for less than [***]deemed accepted by the Company if no response to such purchaser order is delivered to Distributor within three (3) business days after the purchaser order was actually received by the Company. Concurrently with Each purchase order from the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment Distributor shall be submitted deemed to be an offer by Client at least [***] days in advance of the delivery date requested in Distributor to purchase the Purchase Order. B. Promptly 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 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; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts Products pursuant 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement and, when accepted by the Company , shall controlgive rise to a contract under the terms set forth in this Agreement to the exclusion of any additional or contrary terms set forth in the purchase order. The Company shall exert commercially reasonable efforts to fill all accepted purchase orders for which payment has remitted as provided herein. Except as otherwise provided herein, no accepted purchase order shall be modified or canceled except upon the written agreement of the Company and Distributor. Mutually agreed change orders shall be subject to all provisions of this Agreement, whether or not the change order so states. Any purchase order for white labeled Products shall constitute Distributor’s grant to the Company of a personal, non-exclusive, non-transferable, and royalty-free right and license to use those Distributor trademarks, trade names, and logotypes identified by Distributor for such white label use solely in connection with such white labeling of the Products as contemplated hereby. The Company acknowledges the Distributor’s proprietary rights in and to such trademarks, trade names, and logotypes, and waives any rights thereto (other than the foregoing limited license).

Purchase Orders. A. From time (a) Notwithstanding the provisions set forth in Section 1.1 above, all purchases by EPT under this Agreement shall be pursuant to time as provided in this Section 4.3(Apurchase orders (the "Purchase Orders") which shall be issued on the date hereof (the "Initial Purchase Order") and periodically thereafter. A Purchase Order shall specify the Products ordered (the "Ordered Products"), Client shall submit to Catalent a bindingthe quantities of such Products, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”the "Applicable Due Date" which will be no earlier than the quoted lead-time); provided, that no Purchase Order may price per unit, manner of delivery, including the carrier to be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. used by MEPI. (b) MEPI agrees to accept all Purchase Orders for quantities of Product Ordered Products, Schedule 1.1, ordered by EPT solely in excess of accordance with and on the Firm Commitment terms set forth in this Agreement and such other terms and conditions as the Parties shall mutually agree upon. (c) MEPI shall deliver the Products within the quoted lead-times. All Products sold pursuant to this Agreement will be submitted by Client at least [***] days in advance of the delivery date requested in sold f.o.b. MEPI's plant and as stated on the Purchase Order. B. Promptly following receipt of a (d) MEPI shall supply customer documentation with each Product delivered hereunder, as stated on the Purchase Order. (e) MEPI agrees to assume all open and incomplete Purchase Orders at the time of closing, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth as listed in the Purchase Order or set forth a reasonable alternative delivery dateAppendix 2, and shall include to deliver the Processing Date. Catalent may reject any Products at the prices, delivery dates and terms and conditions as stated on those Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this AgreementOrders. 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. 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 number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly and in no event more than five (5) calendar days following receipt of a Purchase Order, Catalent shall issue to Client a written acknowledgement (“Acknowledgement”) that it accepts or rejects of its receipt of such Purchase Order. Each acceptance 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 may reject 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; provided, however, Catalent shall accept 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), 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 […***…] […***…], the parties agree that they will work together in good faith to manage Product demand. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. 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 (a) During the number of Batches to be ProcessedTerm, the Batch size (Company may issue Purchase Order(s) to the extent the Specifications permit Batches Supplier. Upon receipt of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for by the Firm Commitment. Supplier, the Purchase Orders for quantities Order will form part of Product this Agreement and the Supplier must supply the Goods or Services, in excess of the Firm Commitment shall be submitted by Client at least [***] days in advance of the delivery date requested in accordance with this Agreement, including the Purchase Order. B. Promptly following (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 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 OrderOrder does not constitute an order for those Goods or Services, Catalent shall issue and the Company is not liable to pay the Supplier for any such Goods or Services unless and until a written acknowledgement (“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 is issued in accordance with this Agreement; provided. (d) The Company must not issue, howeverand the Supplier must not accept, Catalent shall accept any new Purchase Order that meets after the requirements end of this Agreement if Client is not in arrears in paying amounts due and payable under this Agreementthe Term. C. Notwithstanding Section 4.3(B), Catalent shall use commercially reasonable efforts (e) If the Company has issued a Purchase Order prior to supply Client with quantities of Product which are up to [***] in excess the end of the quantities specified Term, but the Supplier has not fulfilled its obligations in respect of that Purchase Order, then: (i) 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 terms of any Purchase Order or Acknowledgement will continue in accordance with its terms and this Agreement, the terms of this Agreement, 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 Delivery of the Goods or 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 shall controlafter the expiry of the unextended Term.

Purchase Orders. A. From time to time as provided in this Section 4.3(A)Concurrently with the submission of each Rolling Forecast, Client Palatin shall submit to Catalent a binding, non-cancelable purchase order for Product Product, specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no each Purchase Order may shall be for not less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm CommitmentCommitment (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 Client Palatin at least [***] days in advance of the delivery date requested in the Purchase Order. B. Promptly following Within [***] after 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 delivery date set forth out in the Purchase Order or set forth provide a reasonable alternative delivery datedate (which, 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 given in accordance with this Agreement; provided, however, Catalent shall accept 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), Catalent shall use its commercially reasonable efforts to supply Client Palatin 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. A properly submitted Purchase Order shall be deemed [***] within [***] after receipt of such Purchase Order. D. C. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall controlcontrol unless the terms of the Purchase Order expressly override the terms set forth herein.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client (a) The Customer shall submit to Catalent the Supplier written standard form purchase orders (each, a binding, non“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 or the Territory by Customer under this Agreement. Each Purchase Order shall be submitted as soon as possible after the submission of the Two-cancelable purchase order year Forecast for Product specifying the number relevant calendar quarter and specify the quantity of Batches the Products to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) purchased for such calendar quarter and the requested delivery date for each Batch (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”); provided, that no . (b) The Supplier shall confirm or reject any Purchase Order within twenty (20) days after the receipt of such Purchase Order. The Supplier may only reject any Purchase Order if the terms and conditions (including the pricing) are inconsistent with this Agreement. If the quantity of the Products to be for purchased in such Purchase Order is more than [***] and less than [***]. Concurrently with ] of the submission of each Rolling anticipated required quantities that the Customer needs for the relevant calendar quarter as indicated by the Two-year Forecast, Client the Customer and the Supplier shall submit a Purchase Order for negotiate in good faith to agree on the Firm Commitment. Purchase Orders for quantities of Product in excess quantity of the Firm Commitment shall be submitted by Client Products for at least [***] ten (10) days in advance of before the delivery date requested in Supplier rejects the relevant Purchase Order. B. Promptly following receipt . Upon the Supplier's acknowledgement and confirmation of a any Purchase Order, Catalent the Customer shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects be bound to purchase and the Supplier shall be bound to supply and deliver the quantity of the Products as specified in 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, The terms 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms conditions of this Agreement shall controlbe controlling over any inconsistent terms or conditions included in any Purchase Order, sales acknowledgment, invoice or other document, which inconsistent terms shall be null and void.

Purchase Orders. A. From time (a) PGT shall order Products from Cardinal pursuant to time as provided and in this Section 4.3(Aaccordance with separate PGT standard purchase orders or other related documentation (collectively, the ’’Purchase Orders”). Such Purchase Orders shall specify quantities of the Products, shipping instructions, delivery date(s), Client shall submit to Catalent a bindingand detailed instructions for the delivery of the Products (with release schedules, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizesdelivery orders or equivalent notices) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]other terms or conditions. Concurrently with the submission of each Rolling Forecast, Client shall submit 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 Firm Commitment. Purchase Orders for quantities of Product in excess delivery of the Firm Commitment Products (with release schedules, delivery orders or equivalent notices) shall be submitted by Client at least [***] days in advance binding upon Cardinal and PGT, and shall be deemed to constitute a part of the delivery date requested in the Purchase Orderthis Agreement as if fully set forth herein. B. Promptly following (b) Cardinal will accept and confirm, or reject, each Purchase Order in writing to PGT within two business days of 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 delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery date, and shall include from PGT. (c) Products shipped to PGT that exceed the Processing Date. Catalent may reject any quantity indicated in an accepted Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due by more than five percent may be returned to Cardinal by PGT at Cardinal’s cost and payable under this Agreementexpense. 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. D. In the event of a conflict between the terms (d) No term or condition of any Purchase Order submitted by PGT that contradicts or Acknowledgement and is inconsistent with this Agreement, the terms or creates additional or new duties and obligations for Cardinal, will become part of this Agreement shall controlunless an authorized officer of Cardinal agrees to such other term or condition as an amendment to this Agreement. No term or 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 other term or condition as an amendment to this Agreement.

Purchase Orders. A. From time to time as provided 3.2.1 Unless the Parties otherwise agree in this Section 4.3(A)writing, Client shall submit to Catalent a binding, non-cancelable purchase order all orders for Product specifying placed hereunder shall be submitted to Zogenix according to the number procedures described in Section 3.1 of Batches 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 Processedmarketed (it being acknowledged by Endo that as of the Effective Date, the Batch size (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 Specifications permit Batches of different sizes) United States and the requested delivery date for each Batch (“Purchase Order”associated Costs therefor are not included in Actual COGS); provided(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, that no Purchase Order may unless otherwise agreed by Zogenix in writing, shall be for less than between [***]. Concurrently ] after acceptance of the Purchase Order. 3.2.2 Each Purchase Order submitted by Endo and Accepted by Zogenix in accordance with the submission terms of each Rolling Forecastthis Agreement shall give rise to a contract for the purchase of Product under the terms set forth in this Agreement, Client 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 submit be deemed to have placed a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess all of the Firm Commitment shall be submitted Inventory of Finished Goods then being held by Client Zogenix that has at least [***] days in advance of Residual Shelf Life as of the delivery date requested in Effective Date and (ii) Zogenix shall have the Purchase Order. B. Promptly following receipt right to submit an invoice to Endo for the value of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) such Inventory of Finished Goods that it accepts delivers to Endo in one or rejects more installments. Endo agrees to have its freight forwarder take delivery of 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 dateInventory of Finished Goods from Zogenix's Sample fulfillment warehouse and third party logistics provider as soon as practicable, and shall include the Processing Date. Catalent may reject in any Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement; providedevent, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to within [***] after receipt of written notice from Zogenix that it is [***] and shall inspect, reject or accept and pay for such Finished Goods 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 accordance with the terms and conditions of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided in this Section 4.3(A)4.3A, Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery Delivery date for each Batch (each, a “Purchase Order”); provided, that no Purchase Order may be for less than the quantities set forth in Attachment C. Purchase Orders will be provided at least [***]. Concurrently ] days in advance of the Delivery date requested in the Purchase Order and shall comply with the submission terms of each Rolling Forecastthis Agreement. Subject to Section 4.3C, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least [***] days in advance of the delivery Delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (each, an “Acknowledgement”) that it accepts or rejects such Purchase Order. Subject to this Section 4.3B and Sections 4.4 and 4.5, Catalent shall accept any Purchase Order properly submitted by Client in accordance with this Agreement that is not in excess of the Firm Commitment. Each acceptance Acknowledgement shall either confirm the delivery Delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery Delivery date. The Parties will negotiate in good faith and agree on any requested alternative Delivery date. Agreement by Client to delay a requested Delivery date shall in no event result in a failure on the part of Client to meet its Minimum Requirement. A Purchase Order submitted by Client and not properly rejected by Catalent within [***] will be deemed accepted by Catalent. Subject to subsection 4.3C below, 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; provided, however, Catalent shall accept 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)4.3B, Catalent shall use commercially reasonable efforts to supply Client with quantities of Product set forth in a Purchase Order which are up to [***] 20% in excess of the quantities specified in the Firm Commitment, subject to Catalent’s other supply commitments and manufacturing, packaging primary packaging, and equipment capacity. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client (a) Distributor shall submit to Catalent Amer or the designated Amer’s Affiliate (herein incorporated within the designation “Amer” for purposes of this Agreement), purchase orders in a bindingform 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 ▇▇▇▇, nonwhich acceptance shall be deemed to occur only upon written acknowledgement of acceptance in the form of either an order acknowledgement or an e-cancelable 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 Product specifying 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, whichever is less. Such forecast shall be delivered at least as often as every three months or to coincide with regular visits of the Amer representative. The amount of Products forecasted for the first three (3) months shall constitute the firm order of Distributor for such Products, subject to acceptance by Amer pursuant to Section 6(a) hereof. Upon a 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 use its commercially reasonable efforts to fill additional orders for Products. 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 not thereby be vitiated as to the remaining consistent terms and 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 particular shipment. The Distributor and/or the Country Distributor, as the case may be, shall provide Amer or any of Amer’s Affiliates the instructions 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 Batches 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. 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 correction. Amer or ▇▇▇▇’s Affiliate undertakes to notify the Distributor or the 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. Amer shall in no event 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 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 made in writing by Distributor only within forty-five (45) days of receipt of the 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 rejection of any of the 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 the relevant Country or proven to be Processedunsatisfactory 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, the Batch size nor shall Amer accept returned Products except in accordance with such authorization and instructions. (to f) To the extent the Specifications permit Batches permissible under applicable laws, Distributor shall in each Contract Year make minimum total purchases of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order Products for the Firm Commitment. Purchase Orders for quantities of Product Territory from Amer having a Net Invoice Value 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, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date United States dollars as set forth in Schedule A. There will be no carry-over or netting-off of any surplus beyond the Purchase Order or set forth a reasonable alternative delivery date, and 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 include not be counted towards the Processing Date. Catalent may reject any Purchase Order in excess computation of the Firm Commitment 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 otherwise not given in accordance 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, Catalent 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 accept any Purchase Order not be entitled to the rights prescribed in this paragraph. In the event that meets the requirements Distributor’s total purchases of this Agreement if Client is not Products for the Territory exceeds the minimum total purchases for a particular Contract Year set out in arrears in paying amounts due and payable under this Agreement. C. Notwithstanding Section 4.3(B)Schedule A, Catalent shall use commercially reasonable efforts ▇▇▇▇ hereby agrees to supply Client with quantities grant a rebate to the Distributor for such Contract Year as calculated based on the value of Product which are up to [***] the total purchases made by the Distributor in excess of the quantities specified 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 illustration of 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 terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.rebate mechanism:

Purchase Orders. 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 number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly and in no event more than five (5) calendar days following receipt of a Purchase Order, Catalent shall issue to Client a written acknowledgement (“Acknowledgement”) that it accepts or rejects of its receipt of such Purchase Order. Each acceptance 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 may reject 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; provided, however, Catalent shall accept 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), 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 […***…] […***…], the parties agree that they will work together in good faith to manage Product demand. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided in this Section 4.3(A)(a) Imation will, Client shall submit to Catalent a bindingand will cause each of its Subsidiaries to, non-cancelable order Products by submitting purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date orders for each Batch forecasted week of the Purchase Month (each, a “Purchase Order”)) to TDK no later than two (2) weeks in advance of such forecasted week. Each Purchase Order will specify the type and quantity of Products to be purchased and the requested shipment dates. After receiving a Purchase Order, TDK will issue a confirmation to such Purchase Order (each, a “Purchase Order Confirmation”) no later than five (5) days 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 no Purchase Order may be for less than [***]. Concurrently if TDK fails to ship any Products in accordance with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly 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 delivery date 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 the lower of (i) the price of such Products on the relevant Purchase Order or set forth a reasonable alternative delivery date, and shall include (ii) the Processing Dateprice of such Products applicable on the date such Products are actually shipped. Catalent may reject any Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement; providedIn addition, however, Catalent shall accept 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), Catalent shall TDK will use commercially reasonable efforts to supply Client with any quantities of Product which specified in a Purchase Order that are up to [***] in excess of TDK’s minimum supply commitment for the quantities specified relevant week as set forth in the Firm CommitmentSection 4.1(c). Once issued, subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacitya Purchase Order Confirmation will be binding upon both parties except as provided in Section 4.4. D. In the event (b) Except as otherwise agreed in writing by Imation and TDK, all sales of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, Products shall be governed by the terms of this Agreement and such terms shall controlnot 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 ** The appearance of a 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 the Securities Exchange Act of 1934. Subsidiaries shall be deemed to be on behalf of Imation and such Purchase Order shall not create any obligation on, or duty of, TDK to such Subsidiary.

Purchase Orders. A. From time to Until such time as provided in this Section 4.3(A)a New Third Party Manufacturer has been appointed by VIVUS, Client Purchaser shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch by written purchase orders (“Purchase OrderOrders”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client to VIVUS at least [***] days in advance of the delivery desired shipment date requested specified therein. For each [**], Purchaser shall be required to submit Purchase Orders for at least [**] percent ([**]%) of the quantities in the Forecast for such calendar quarter submitted by Purchaser to VIVUS [**] prior to the start of such [**] (the “Binding Forecast”), and VIVUS will have no obligation to supply Product in excess of [**] percent ([**]%) of the quantity specified in such Binding Forecast. Each Purchase Order. B. Promptly following Order shall specify, at a minimum, the applicable volume of each dosage strength of Product ordered, and the requested delivery date. Upon receipt of a Purchase Order, Catalent subject to the provisions of Section 2.1, VIVUS shall issue a written acknowledgement supply the Product in such quantities and deliver the Product to Purchaser (“Acknowledgement”or Purchaser’s designee) that it accepts 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 rejects such inconsistency between this Agreement and any 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall controlgovern. 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 shortened (but not lengthened) to the extent that VIVUS has shorter lead times in its arrangement with the New 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 CONFIDENTIAL TREATMENT REQUEST.

Purchase Orders. 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 number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client 5.1 Buyer shall submit a Purchase Order to Supplier on a quarterly basis. The Purchase Order shall specify [*] for the Firm Commitment. Products [*] covered by the Purchase Orders for quantities of Product in excess Order and shall be based on [*] as of the Firm Commitment shall be submitted by Client at least [***] days in advance date of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order5.2 Subject to the rescheduling and cancellation provisions herein, Catalent shall issue a written acknowledgement (“Acknowledgement”) Buyer agrees that it accepts or rejects such Purchase Ordershall [*]. Each acceptance Acknowledgement shall either confirm Supplier will ship Products during the delivery date set forth quarter by the Shipment Dates specified in the Purchase Order or set forth or, if Buyer chooses, by Shipment Dates specified in Pull Signals issued by Buyer throughout the quarter. Any [*], unless Buyer informs Supplier otherwise in advance and in writing. 5.3 Supplier will acknowledge receipt and acceptance of Buyer's Purchase Orders within 48 hours of receipt. If Supplier fails to respond to Buyer's Purchase Order within forty-eight (48) hours, such Purchase Order will be deemed accepted by Supplier. Purchase Orders must be placed in advance, with at least the Purchase Order Lead Time agreed to by the Parties, to allow Supplier to meet Buyer's requested Shipment Date. Buyer may request, without incurring any liability Certain confidential information has been omitted from this Exhibit 10.16 pursuant to a reasonable alternative delivery dateconfidential treatment request filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol "[*]" at each place in this Exhibit 10.1b where the omitted information appeared in the original. hereunder, improved Shipment Dates, 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; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to Supplier will [***] 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 terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided in On or before the fifth (5th) business day of each [*] during the term of this Section 4.3(A)Agreement, Client Radius shall submit to Catalent give and place with ▇▇▇▇▇▇, on a bindingrolling [*] basis, nonPurchase Orders for at least [*], and, during the Market Launch Phase, for at least [*], of the Demand forecasted for the Flexible Period that has then-cancelable purchase order for Product specifying become the number of Batches to be ProcessedFixed Period. For clarity, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be 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, 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 Forecast. Concurrently The Demand for the Fixed Period, if in accordance with the submission of each Rolling ForecastSection 3.5, Client shall submit be deemed, subject to Section 3.5(e) below, to be ordered by a binding Purchase Order for the Firm Commitmentthat does not need to be accepted by, and cannot be rejected by, ▇▇▇▇▇▇. Purchase Orders for quantities Demand not in accordance with Section 3.5 shall be confirmed or rejected by ▇▇▇▇▇▇, in its sole discretion, by notice in writing to Radius within ten (10) business days of Product in excess receipt of the Firm Commitment shall be submitted by Client at least [***] days in advance of the delivery date requested in the respective Purchase Order. B. Promptly following receipt . If a Purchase Order is provided by an authorized representative of a Radius, ▇▇▇▇▇▇ may fully rely thereon without independent investigation and such Purchase Order, Catalent if and as confirmed by ▇▇▇▇▇▇, shall issue a written acknowledgement (“Acknowledgement”) that it accepts be valid for the purpose of confirming quantities and Delivery Dates of either the Cartridges and the Pens, 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; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this AgreementFinished Products. 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time Sientra shall submit orders for the Products to time as provided Lubrizol in this Section 4.3(Aa manner and form agreed to by the Parties which shall, at a minimum, set forth the Products (by specific SKUs), Client shall submit quantities, price, delivery dates (so long as such delivery date is consistent with the delivery schedule for such Products agreed to Catalent a binding, non-cancelable purchase order by the Parties for Product specifying the number delivery of Batches to be Processed, the Batch size (Products prior to the extent date of this Agreement, or as otherwise may be agreed to in writing by the Specifications permit Batches of different sizes) 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 requested delivery date for each Batch Parties (“Purchase OrderOrders”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders may be issued on an open-end “blanket” basis, reasonably acceptable to, and approved (which approval shall not be unreasonably withheld, conditioned or delayed) in writing by, Supplier, with periodic drawdowns (which drawdowns shall also be deemed to be a “Purchase Order” under this Agreement). Purchase Orders may be submitted electronically. Lubrizol shall accept or reject each Purchase Order submitted by Sientra within ten (10) days of receipt. Each Purchase Order accepted by Lubrizol shall give rise to a binding contract between the Parties for quantities of Product in excess the manufacture and sale of the Firm Commitment Products ordered and shall be submitted subject to the terms and conditions of this Agreement which shall govern and supersede any additional or contrary terms set forth by Client at least [***] days Sientra or Lubrizol in advance of the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts draw down, acceptance, confirmation, invoice or rejects such Purchase Orderother document. Each acceptance Acknowledgement shall either confirm the delivery date set forth Unless agreed to in the Purchase Order writing signed by both Parties, any terms and conditions additional to 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of different from this Agreement shall controlbe null and void.

Purchase Orders. A. From During the Binding Portion of each Forecast, Buyer shall from time to time as provided in this Section 4.3(A)place written purchase orders (each, Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no ) with Supplier for quantities of each Product at least one hundred twenty (120) days prior to the delivery date specified in each respective Purchase Order may for such Binding Portion of the Forecast. In the event Buyer fails to provide a Purchase Order, then the prior issuance of a Forecast shall, to the extent of the Binding Portion only, shall be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit deemed to be a Purchase Order as such term is used herein. Each Purchase Order will (a) specify the Product to be delivered, (b) specify the quantity of Products, (c) specify the date range within which Products must be delivered and (d) specify no more than one (1) delivery location for all Products referenced therein. Each such Purchase Order (including, if applicable, the Firm CommitmentBinding Portion of a Forecast deemed to be a Purchase Order 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. Purchase Orders for quantities No later than the close of Product in excess of business on the Firm Commitment shall be submitted by Client at least [***] days in advance of third (3rd) business day following the delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order, Catalent Supplier shall issue a written acknowledgement (“Acknowledgement”) that it accepts or notify Buyer if Supplier rejects such the Purchase Order. Each No confirmation by Supplier shall be necessary in order to affect Supplier’s 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall controlOrder.

Purchase Orders. A. From time to time as provided in this Section 4.3(A)Concurrently with the submission of each Rolling Forecast, Client Palatin shall submit to Catalent a binding, non-cancelable purchase order for Product Product, specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no each Purchase Order may shall be for not less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm CommitmentCommitment (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 Client Palatin at least [***] days * in advance of the delivery date requested in the Purchase Order. B. Promptly following Within *** after 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 delivery date set forth out in the Purchase Order or set forth provide a reasonable alternative delivery datedate (which, 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 given in accordance with this Agreement; provided, however, Catalent shall accept 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), Catalent shall use its commercially reasonable efforts to supply Client Palatin 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. A properly submitted Purchase Order shall be *** within *** after receipt of such Purchase Order. D. C. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall controlcontrol unless the terms of the Purchase Order expressly override the terms set forth herein.

Purchase Orders. A. From time to time as provided in this Section 4.3(A)during the Term, Client Triangle shall submit purchase Product at the applicable price by means of purchase orders submitted to Catalent a binding, non-cancelable Abbott. Each purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted governed by Client at least [***] days in advance of the delivery date requested in the Purchase Order. B. Promptly 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 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, 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 controlbe applicable, except those, to the extent consistent with the terms set forth herein, specifying quantity ordered, delivery locations and delivery schedule and invoice information. All purchase orders for delivery of Product which satisfy the lead and delivery time parameters set forth in Exhibit 4.1 attached hereto shall be deemed accepted by ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall use its Reasonable Best Efforts to supply Triangle with any Product in excess of this amount, if 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 delivered prior to the commencement of production by Abbott of Product covered by such purchase order. In the event Triangle cancels a ---------- *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Purchase Orders. A. From time Buyer agrees to time as provided in this Section 4.3(A), Client shall submit to Catalent Seller a bindingbinding purchase order, non-cancelable purchase order for which will specify, among other things, (i) the quantity of NR Product specifying ordered and (ii) the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (the “Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client ) at least [***] days in advance of the any required NR Product delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order, Catalent shall issue a written acknowledgement date. All NR Product will be made available for pick up at Seller’s designated facility (“AcknowledgementSeller’s Facility”) 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 will not given in accordance with this Agreement; provided, however, Catalent shall accept 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), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to vary by more than [***] percent ([***]%) from the applicable Binding Forecast. Any terms contained in excess any Purchase Order which are inconsistent with the terms of the quantities specified in the Firm Commitmentthis Agreement, subject to Catalent’s other supply commitments shall be excluded and manufacturing, packaging are of no force and equipment capacity. D. effect. In the event of a conflict between the terms of any this Agreement and a Purchase Order or Acknowledgement and this AgreementOrder, the terms of this Agreement shall controlprevail. 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 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 minimum pack size shall be [***]kg. The NR Product shall have a minimum remaining shelf life of [***] upon availability at Seller’s Facility.

Purchase Orders. 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 (a) During the number of Batches to be ProcessedTerm, the Batch size Company shall place orders (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (a “Purchase Order”); provided, that no ) with the Partner for the supply of Products. The Purchase Order may be shall contain details with respect to the description and specifications of the Products, including but not limited to the delivery models, delivery locations, and the timelines for less than [***]. Concurrently with delivery of the submission of each Rolling Forecast, Client shall submit a Products. (b) Each Purchase Order raised by the Company shall be available for access by the Firm Commitment. Partner on the Partner Dashboard. (c) Subject to Clause 2.3 (e), within two (2) working days from the date on which the Company uploads the Purchase Orders for quantities of Product in excess Order on the Partner Dashboard, the Partner shall communicate its acceptance or rejection of the Firm Commitment same on the Partner Dashboard. (d) If the Partner fails to communicate its acceptance in terms of Clause 2.3 (c) above, the Purchase Order or the modified Purchase Order, as the case may be, shall be submitted deemed to be rejected by Client at least [***] the Partner, unless otherwise notified by the Company on the Partner Dashboard. (e) Either Party shall be entitled to request for a variation in the Purchase Order no later than two (2) days in advance of the delivery date requested Purchase Order being accepted by the Partner. In the event a Party requests for a variation in the Purchase Order, the other Party shall communicate the acceptance or rejection of such request within two (2) working days of receipt of such request. B. Promptly following receipt (f) In case 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 delivery date set forth in rejection of the Purchase Order or set forth a reasonable alternative delivery dateby the Partner or, and shall include rejection of the Processing Date. Catalent may reject any modification to the Purchase Order in excess of by the Firm Commitment or otherwise not given Company, as the case may be, in accordance with the terms of this Agreement; provided, however, Catalent shall accept any the particular Purchase Order that meets shall stand cancelled, and no rights and obligations in relation to the requirements same shall subsist in favour of this Agreement if Client is not in arrears in paying amounts due and payable under this Agreementeither Party. 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. D. (g) In the event of a any conflict arising between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms provisions of this Agreement and the Purchase Orders, the provisions of the Agreement shall controlprevail.

Purchase Orders. A. From time to time as provided in this Section 4.3(AAll supply of Clinical Samples hereunder shall be initiated by a purchase order placed by NeurogesX. Purchase orders shall include the quantity of Clinical Samples ordered, requested delivery date(s), Client and shipping destination and/or instructions. LTS shall submit to Catalent accept and fill all purchase orders for Clinical Samples placed by NeurogesX hereunder, and shall deliver the Clinical Samples by the delivery dates requested therein, unless (a) a binding, non-cancelable purchase order includes substantially higher volumes and/or provides for Product specifying the number of Batches to be Processedsubstantially shorter lead times than those purchase orders previously placed by NeurogesX and accepted by LTS, the Batch size and (to the extent the Specifications permit Batches of different sizesb) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than LTS cannot fill such purchase order by using [***]. Concurrently with the submission of each Rolling ForecastWith respect to such purchase orders, Client LTS shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least notify NeurogesX within [***] business days of receipt thereof, and NeurogesX shall have the option, to be executed with [***] business days thereafter, to either (i) modify the purchase order based on the parties’ mutual discussion, or (ii) in advance case of LTS acceptance of such order (which shall not be unreasonably withheld provided that LTS shall not be forced to breach any of its other obligations), NeurogesX shall [***] LTS for its [***] beyond those normally [***], if any, for LTS to meet such order. Such [***] shall be [***] and [***] prior to acceptance of the delivery date requested in the Purchase Order. B. Promptly 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 delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery dateorder, 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; provided, however, Catalent shall accept any Purchase Order it is understood 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), Catalent LTS 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. D. any such additional [***]. In the event of a conflict between the terms of any Purchase Order or Acknowledgement LTS does not so notify NeurogesX within such [***] business days, NeurogesX’s purchase order shall be deemed accepted by LTS, and this Agreement, the terms of this Agreement Section 2.2(ii) above shall controlnot apply thereto.

Purchase Orders. A. From time Distributor shall issue to time as provided Company a purchase order, in English, which shall specify: (i) the Product, including item numbers and part numbers if shown for that item in the export price schedule; (ii) the price; (iii) requested delivery schedule; and (iv) 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 purchase order shall be deemed rejected. The terms contained in this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be ProcessedAgreement, the Batch size (to purchase order, and any order confirmation given by Company, together with any written amendments signed by both parties, shall govern the extent the Specifications permit Batches sale of different sizes) and the requested delivery date for each Batch (“Purchase Order”)Products; provided, however, that no Purchase Order may the 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 for less than [***]confirmed through a written purchase order to Company by Distributor within the shortest practicable time thereafter. Concurrently 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 Company rejects any bona fide purchase order submitted by Distributor in compliance with the submission 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 each Rolling Forecastany Product within a reasonable time, Client shall submit a Purchase Order for subject to the Firm Commitment. Purchase Orders for quantities of Product in excess limitations of the Firm Commitment shall be submitted by Client 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 least [***] days in advance the time of shipment and with a minimum 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, subject to the delivery date requested in the Purchase Order. B. Promptly following receipt terms and conditions 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 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; provided, however, Catalent that no such appointment or delegation shall accept relieve Company from any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this Agreementits obligations hereunder. 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided in this Section 4.3(AThis Agreement contemplates the future execution by Company and Supplier of one or more written Letter Purchase Order(s) ("LPO[s]"), Client . Both parties shall submit to Catalent a binding, non-cancelable purchase order for Product specifying execute each LPO. This Agreement and any applicable LPO(s) shall cover all transactions between Company and Supplier during the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly 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 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; provided, however, Catalent shall accept any Purchase Order that meets the requirements term of this Agreement if Client is not unless the parties agree otherwise in arrears in paying amounts due and payable under writing. Upon its execution, the parties shall deem each properly executed LPO to be incorporated into this Agreement. C. Notwithstanding Section 4.3(B), Catalent shall use commercially reasonable efforts to supply Client . If the LPO conflicts 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. D. In the event of a conflict between the terms and conditions of any Purchase Order or Acknowledgement and this Agreement, the terms and conditions of this Agreement shall controlcontrol unless the parties otherwise agree via a "Special Considerations" section of the LPO. Supplier will furnish consultant, professional or other Services to Company as specified in LPOs. Each LPO, at a minimum, shall 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 total dollar amount authorized under the LPO, or (b) the total time limit for completing the project under the LPO; g) A statement defining the beginning and ending dates for the work to be performed; h) Invoicing instructions; i) Signatures of representatives authorized by Company and Supplier to execute the LPO; and j) Special Considerations, if appropriate. Company, without prejudice to any right or remedy on account of any failure of Supplier to perform its obligations under this Agreement, may at any time terminate the performance 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. 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 any provision for the limit of expenditures set forth in the LPO. Company's payment of such amounts shall be in full settlement of any and all claims of Supplier of every description, including profit. If Company terminates an LPO issued hereunder, affected Company property and work in Supplier's possession shall be forwarded promptly to Company.

Purchase Orders. A. From time to time as Together with each Detailed Forecast provided in this under Section 4.3(A3.2, Company shall place a firm purchase order with CyDex, for Company’s order of Commercial Grade Captisol for the [***] of the Detailed Forecast for delivery consistent with the Detailed Forecast. Each purchase order, for all grades of Captisol, shall specify: (i) the grade of Captisol ordered (i.e., Commercial Grade Captisol or Clinical Grade Captisol), Client shall submit to Catalent a binding, non-cancelable ; (ii) quantities; (iii) delivery dates; and (iv) reasonable shipping instructions and packaging requirements. Any firm purchase order for Product specifying the number of Batches to be ProcessedCaptisol, the Batch size (to the extent it does not request more or less than the Specifications permit Batches Purchase Volume Limitations (in the case of different sizesCommercial Grade Captisol ordered) and the requested nor request a delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client at least ] nor more than [***] days in advance after the date of the delivery date requested such purchase order (in the case of any grade of Captisol ordered), shall be deemed accepted by CyDex upon receipt by CyDex. With respect to quantities of Commercial Grade Captisol ordered pursuant to such purchase order that exceed the Purchase Order. B. Promptly following receipt Volume Limitations, CyDex shall not be obligated to accept the excess portion of a 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 Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth Volume Limitations for Commercial Grade Captisol in the Purchase Order or set forth desired delivery schedule, such inability to supply shall not be deemed for any purpose to be 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; provided, however, Catalent shall accept any Purchase Order that meets the requirements breach of this Agreement if Client is not in arrears in paying amounts due and payable under this Agreement. C. Notwithstanding Section 4.3(B)by CyDex or an inability by CyDex to supply, Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to [***] ]. If any purchase order or other document submitted by Company hereunder or any other document passing between the parties contains terms or conditions in excess of the quantities specified in the Firm Commitment, subject addition to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In the event of a conflict between or inconsistent with the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall controlcontrol 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 Section 3.4 and are signed by officers of both parties next to the handwriting.

Purchase Orders. A. From (a) In order to be effective, all orders by the Owner for Additional Products and Services will be made by the Owner via Purchase Orders pursuant to the process described in Exhibit K, which such Exhibit K may be amended from time to time as by the mutual agreement of the Parties (provided in this Section 4.3(Athat fully executed Change Orders approved by the Owner prior to May 8, 1998 will remain valid); provided that with respect to BTS(s), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying Growth Cabinets and all associated Equipment and Software the number of Batches to be Processed, the Batch size (Vendor's delivery to the extent FOB Point will be no more than seventy five (75) days after the Specifications permit Batches date of different sizes) and the requested delivery date for each Batch (“receipt of such Purchase Order”); provided, that no unless the Purchase Order may be for less than [***]. Concurrently with as submitted by the submission of each Rolling Forecast, Client shall submit Owner specifies a Purchase Order for the Firm Commitmentlonger period. Purchase Orders for quantities MSC(s) will specify the type and quantity of Product in excess 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, notwithstanding the 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 Firm Commitment applicable Purchase Order for such MSC(s). Each Purchase Order will be submitted to the Vendor at Lucent Technologies Inc., Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; Telephone: (▇▇▇) ▇▇▇-▇▇▇▇; Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇, or any other designated location of the Vendor in the continental United States designated to the Owner in writing by the Vendor from time to time, and will be subject to the acknowledgement by the Vendor in writing to the designated authorized representative of the Owner within five (5) Business Days of receipt of Purchase Orders. Failure of the Vendor to acknowledge to the Owner in writing receipt of any Purchase Order 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, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects deemed to render any such Purchase OrderOrder acknowledged. Each acceptance Acknowledgement shall either confirm To the delivery date set forth in extent that the Purchase Order or set forth a reasonable alternative delivery date, and shall include the Processing Date. Catalent may reject Vendor is actually aware that any Purchase Order in excess any way contradicts or is not otherwise in conformance with the terms of this Contract, the Vendor agrees to promptly notify the Owner of any such contradiction or non-conformance as soon as possible upon becoming actually aware of such contradiction or non-conformance so that the 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 such Purchase Order with any such correcting modification. (b) Except with respect to the first Forecast (and the next succeeding Forecast immediately following the first Forecast), in no event will the Vendor be required to accept an amount in any given month of a Forecast which is greater than one hundred -fifty percent (150%) of the Firm Commitment or 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 not given expressly agree in accordance with this Agreement; providedwriting, however, Catalent shall accept any each Purchase Order that meets will be deemed to incorporate by reference all of the requirements terms and conditions of this Agreement if Client is not in arrears in paying amounts due and payable under 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. D. In the event of a conflict between Contract. Should the terms of any Purchase Order or Acknowledgement and conflict with the terms of this AgreementContract, the terms of this Agreement shall controlContract 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. A. From time to time as provided in this Section 4.3(A), Client (a) MediciNova shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (“Purchase Order”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client to Hospira at least [***] days in advance prior to the requested delivery date of the delivery date requested in Products. Cumulative Purchase Orders with respect to any Firm Purchase Order period shall be not less than the amount of the Firm Purchase Order. B. Promptly following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”b) 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 dateany acknowledgment thereof, and whether printed, stamped, typed, or written 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, be governed by the terms of this Agreement and none of the provisions of such purchase order or acknowledgment shall controlbe applicable except those specifying Product and quantity ordered, delivery dates, special shipping instructions and invoice information. (c) At all times during the term of this Agreement, Hospira shall use its commercially reasonable efforts to meet the delivery dates set forth in each Purchase Order. In the event that Hospira believes it may miss a delivery date in a purchase order submitted by MediciNova, Hospira shall promptly give MediciNova written notice of the same specifying in detail the reasons for the late delivery. In such case, Hospira may deliver Products up to fifteen (15) days following the specified delivery date. Certain information in this exhibit, marked by brackets and asterisks [***], has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.

Purchase Orders. A. From time The AMS Systems marketed, licensed, and sold by MRI pursuant to time as provided in this Section 4.3(A)3 may also be branded and sold under the MRI trademarks; provided, Client that MRI shall submit to Catalent a bindinginclude, non-cancelable purchase order for Product specifying and shall not remove, any AMS trademarks from the number of Batches to be ProcessedAMS System, the Batch size 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 (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch (a “Purchase Order”); provided. Notwithstanding the foregoing, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for 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. B. Promptly 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 delivery date set forth in the Purchase Order prices offered to MRI or set forth a reasonable alternative delivery dateon such Purchase Order(s) shall be comparable to or more favorable to MRI than the prices offered by AMS to any of its other resellers or customers during the Term of this Agreement, and shall include including any renewal hereof. If at any time during the Processing Date. Catalent may reject Term of this Agreement or any Purchase Order in excess renewal hereof, AMS contracts or has contracted, with any other reseller or customer for the purchase or license of the Firm Commitment 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 otherwise not given customer for AMS more favorable than those provided MRI hereunder, then (i) AMS shall, within thirty (30) calendar days after the effective date of such other contract, notify MRI in accordance with writing of such fact, explaining the more favorable basis in reasonable detail subject to any restrictions on confidentiality; and (ii) this AgreementAgreement shall be amended to provide the more favorable prices, benefits, or terms to MRI; provided, however, Catalent that MRI shall have the right and option at any time to decline to accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this Agreementsuch change. 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall control.

Purchase Orders. A. From time to time as provided in this Section 4.3(A), Client Purchaser shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of Batches to be Processed, the Batch size (to the extent the Specifications permit Batches of different sizes) and the requested delivery date for each Batch by written purchase orders (“Purchase OrderOrders”); provided, that no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Client to VIVUS at least [***] days in advance of the delivery desired shipment date requested specified therein. For each calendar quarter, Purchaser shall be required to submit Purchase Orders for at least [***] of the quantities in the Forecast for such calendar quarter submitted by Purchaser to VIVUS [***] months prior to the start of such calendar quarter (the “Binding Forecast”), and VIVUS will have no obligation to supply Product in excess of [***] ([***]) of the quantity specified in such Binding Forecast, but will use Commercially Reasonable Efforts to supply such excess Product. Each Purchase Order. B. Promptly following Order shall specify, at a minimum, the applicable volume of each dosage strength of Product ordered, and the requested delivery date. Upon receipt of a Purchase Order, Catalent subject to the provisions of Section 2.1, VIVUS shall issue a written acknowledgement supply the Product in such quantities and deliver the Product to Purchaser (“Acknowledgement”or Purchaser’s designee) that it accepts 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 rejects such inconsistency between this Agreement and any 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; provided, however, Catalent shall accept 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), 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. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and this Agreement, the terms of this Agreement shall controlgovern. 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 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 delayed.