Common use of Reliance by Patheon Clause in Contracts

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and Rolling Forecasts submitted under Section 5.1(b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the Rolling Forecast or to meet the production requirements of any longer period agreed to by Patheon and Client in writing. Accordingly, Client authorizes Patheon to, and Patheon shall purchase Components to satisfy the Manufacturing Services requirements for Products for the first [**] contemplated in the most recent Rolling Forecast. Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. Master Manufacturing Services Agreement (b) Client will reimburse Patheon for the cost of Components that have expired or that are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). This reimbursement will include Patheon’s cost to purchase (plus a [**]% handling fee) and destroy the Obsolete Stock.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and Rolling Forecasts rolling forecasts submitted under Section 5.1(b5.1(c) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the Rolling Forecast forecasted periods referred to in Section 5.1(c) or to meet the production requirements of any longer period agreed to by Patheon and Client in writingClient. Accordingly, Client authorizes Patheon to, and Patheon shall to purchase Components to satisfy the Manufacturing Services requirements for Products for the first [**six months] contemplated in the most recent Rolling Forecastforecast given by Client under Section 5.1(c). Patheon may make other purchases of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Master Manufacturing Services Agreement Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the partiesParties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. Master Manufacturing Services Agreement (b) Client will reimburse Patheon for the cost of Components that have expired or that are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). This reimbursement will include Patheon’s cost to purchase (plus a [**]% handling fee) and destroy the Obsolete Stock.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and Rolling Forecasts rolling forecasts submitted under Section 5.1(bSections 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the Rolling Forecast forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and Client in writingClient. Accordingly, Client authorizes Patheon to, and Patheon shall to purchase Components to satisfy the Manufacturing Services requirements for Products for the first [**] months contemplated in the most recent Rolling Forecastforecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. Master Manufacturing Services Agreement (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client within [*] months after the forecasted month for which the purchases have been made (or for a longer period as -18- [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Master Manufacturing Services Agreement the parties may agree) or if the Components have expired or that are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). This reimbursement will include Patheon’s cost to purchase (plus a [**]% handling fee) and destroy the Obsolete Stock. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails to take possession or arrange for the destruction of non-expired Components within [*] months of purchase or, in the case of the delivery of conforming finished Product not accepted by Client within [*] of manufacture, Client will pay Patheon [*] per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [*] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than [*] to the Client at Client’s expense on [*] days written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and Rolling Product Forecasts submitted under Section 5.1(bSections 5.1(a), (b), and (c) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the Rolling Forecast forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and Client in writingClient. Accordingly, Client authorizes Patheon to, and Patheon shall to purchase Components to satisfy the Manufacturing Services requirements for Products for the first [*****] contemplated in the most recent Rolling Product Forecast. Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. Master Manufacturing Services Agreement If Components ordered by Patheon under Firm Orders or this Section 5.2 are not included in finished Products manufactured for Client within [*****] after the forecasted month for which the purchases have been made (bor for a longer period as the parties may agree) or if the Components have expired during the period, then Client will reimburse pay to Patheon its costs therefor (including all costs incurred by Patheon for the cost purchase and handling of Components that have expired or that are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”Components). This reimbursement But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will include Patheon’s cost receive credit for any costs of those Components previously paid to purchase (plus a [**]% handling fee) and destroy the Obsolete StockPatheon by Client.