Common use of Firm Orders Clause in Contracts

Firm Orders. On a rolling basis during the term of the Product Agreement, Client will issue an updated [***] forecast on or before the [***]. This forecast will start on [***]. Unless otherwise agreed in the Product Agreement, the first [***] of this updated forecast will be considered binding firm orders. Concurrent with the [***] forecast, Client will issue a new firm written order in the form of a purchase order or otherwise (“Firm Order”) by Client to purchase and, when accepted by Patheon, for Patheon to manufacture and deliver the agreed quantity of the Products. The Delivery Date will not be less than [***] following the date that the Firm Order is submitted. Firm Orders submitted to Patheon will specify Client's purchase order number, quantities by Product type, monthly delivery schedule, and any other elements necessary to ensure the timely manufacture and shipment of the Products. The quantities of Products ordered in those written orders will be firm and binding on Client and may not be reduced by Client. Further, for [***] of the [***] forecast, Client commits that its Firm Orders for each of those months will be no less than [***], respectively, of the forecasted amounts for [***]. If Client orders less than the agreed volume, the parties will meet to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or as otherwise provided for in the applicable Product Agreement. The forgoing shall be Patheon’s sole and exclusive remedy for Client’s failure to meet the Firm Order commitment. No amounts shall be payable to Patheon if Client is unable to make the Firm Order commitment because of Force Majeure or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make [***] of the forecasted amounts available to Client, and will reserve [***] of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints in relation to Client’s forecasts and/or changes in Client’s demands.

Firm Orders. On a rolling basis during Medafor shall supply to CryoLife the term minimum quantities as described in Section 2.2 of this agreement against purchase orders placed by CryoLife. In regard to purchase orders placed above the minimum purchase requirements as per Section 2.2, Medafor shall fulfill all firm additional orders for the Product Agreementsubmitted by CryoLife provided that such orders are not more than 50% above the minimums set forth in Section 2.2. CryoLife shall place any firm purchase orders, Client will issue an updated so that they have been received by Medafor no less than thirty-five (35) calendar days prior to the requested ship date. Firm purchase orders may be submitted via regular mail or facsimile to the following: Medafor, Inc. 2000 Xxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxxxx, XX 00000 Attn: Cxxx Xxx Fax No.: 700-000-0000 [***] forecast on or before the – CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED ARE MARKED WITH BRACKETS (“[***]”). This forecast will start on [***]THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. Unless Each firm order shall be deemed accepted upon receipt by Medafor. Except as otherwise agreed in the Product Agreementprovided herein, the first [***] of this updated forecast will be considered binding firm orders. Concurrent Medafor may not reject any purchase order received from CryoLife unless such purchase order: (a) has not been forecasted pursuant to Section 3.1 and (b) is not consistent with the [***] forecast, Client will issue a new firm written Annual Minimums to the extent the order in exceeds the form of forecasted amount. If Medafor rejects a purchase order or otherwise (“Firm Order”) by Client due to purchase and, when accepted by Patheon, for Patheon to manufacture and deliver the agreed quantity of the Products. The Delivery Date will not be less than [***] following the date that the Firm Order is submitted. Firm Orders submitted to Patheon will specify Client's purchase order number, quantities by Product type, monthly delivery schedule, and any other elements necessary to ensure the timely manufacture and shipment of the Products. The quantities of Products ordered in those written orders will be firm and binding on Client and may not be reduced by Client. Further, for [***] of the [***] forecast, Client commits that its Firm Orders for each of those months will be no less than [***], respectively, of the forecasted amounts for [***]. If Client orders less than the agreed volume, the parties will meet to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above a force majeure event or as otherwise provided for herein, Medafor must give notice within two (2) Business Days of receipt of such purchase order (and before receipt of payment) and must advise CryoLife in writing of the applicable Product Agreementreason. The forgoing In the event of such rejection, CryoLife’s annual minimum requirements as set forth in Section 2.2 shall be Patheon’s sole and exclusive remedy for Client’s failure to meet the Firm Order commitment. No amounts shall be payable to Patheon if Client is unable to make the Firm Order commitment because of Force Majeure or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make [***] of the forecasted amounts available to Client, and will reserve [***] of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints in relation to Client’s forecasts and/or changes in Client’s demandsadjusted accordingly.

Firm Orders. On a rolling basis during the term The volume requirements for each Product as set forth for each of the first four (4) months of each such rolling forecast shall be a binding commitment to purchase the specified volumes of Product Agreement, Client will issue an updated [***] forecast on or before (each such four-month period shall be referred to herein as the [***]. This forecast will start on [***]. Unless otherwise agreed in the Product Agreement, the first [***] of this updated forecast will be considered binding firm orders. Concurrent with the [***] forecast, Client will issue a new firm written order in the form of a purchase order or otherwise (“Firm Order”) by Client to purchase and). Each requirement in the Firm Order shall specify the volumes of Products ordered, when accepted by Patheon, the Delivery Date and the destination for Patheon to manufacture and deliver the agreed quantity delivery of the Products. The Firm Orders may be delivered electronically or by other means to such location as Adolor shall designate. Adolor shall acknowledge and provide GSK with a written acceptance of each Firm Order within five (5) Business Days following Adolor’s receipt thereof. Adolor may reject only that portion of any Firm Order that it shall be unable to fill (a) due to a Force Majeure Event, (b) due to a shortage of API Compound, subject to allocation pursuant to Section 2.4, or (c) that is otherwise inconsistent with the rolling forecast. Adolor shall be obligated to make such Products available on the Delivery Date will specified by GSK, provided that Adolor shall be entitled to deliver such Products any time within the three (3) day period prior to the Delivery Date. Subject to Section 3.5.1, in the event that Adolor shall not be less than [***] following able to make Product volumes available by the date that Delivery Date specified in a Firm Order, Adolor shall notify GSK within two (2) Business Days of its discovery of its inability to comply with the Firm Order is submittedterms of this Section 2.2. Firm Orders submitted to Patheon will specify Client's purchase order number, quantities by Product type, monthly delivery schedule, and any other elements necessary to ensure the timely manufacture and shipment of the Products. The quantities of Products ordered in those written orders will be firm and binding on Client and may not be reduced by Client. Further, for [***] of the [***] forecast, Client commits that its Firm Orders for each of those months will be no less than [***], respectively, of the forecasted amounts for [***]. If Client orders less than the agreed volume, the parties will meet to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or Except as otherwise provided for in the applicable Product this Agreement. The forgoing , all Firm Orders shall be Patheon’s sole binding on Adolor and exclusive remedy GSK. GSK shall issue Firm Orders to Adolor not less than one hundred twenty (120) days prior to the earliest requested Delivery Date for Client’s failure any Products to meet be shipped pursuant to such Firm Order. Other than terms respecting quantity, Delivery Date, shipment method and destination, the terms and conditions of any Firm Order commitment. No amounts submitted by GSK, or written acceptance thereof by Adolor shall be payable of no force and effect, whether or not objected to Patheon if Client is unable to make the by Adolor or GSK, and nothing in any such Firm Order commitment because or written acceptance shall supercede the terms and conditions of Force Majeure this Agreement, the Collaboration Agreement or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make [***] of the forecasted amounts available to Client, and will reserve [***] of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints in relation to Client’s forecasts and/or changes in Client’s demandsQuality Agreement.

Firm Orders. On a rolling basis during Notwithstanding the term forecasts set forth on Appendix B, as of the Product AgreementEffective Date, Client will issue an updated [***] forecast on or before the [***]. This forecast will start on [***]. Unless otherwise agreed in the Product Agreement, the first [***] of this updated forecast will be considered binding firm orders. Concurrent with the [***] forecast, Client will issue a new firm written order in the form of MEDINOL shall submit to ARIAD a purchase order or otherwise for such quantities of API as MEDINOL commits to purchase from ARIAD during the Initial Calendar Quarter, with a statement of the dates on which delivery is requested and shipping instructions (a “Firm Order”). Thereafter, at least forty-five (45) by Client days before the beginning of each succeeding Calendar Quarter, MEDINOL shall submit to purchase andARIAD a Firm Order for the quantities of API to be delivered to MEDINOL during such Calendar Quarter; provided, when accepted by Patheonhowever, for Patheon to manufacture and deliver that the agreed quantity of the Products. The Delivery Date will API specified in any Firm Order for delivery in a Calendar Quarter shall not be less than [***] following the date that the Firm Order is submitted. Firm Orders submitted to Patheon will specify Client's purchase order number, quantities by Product type, monthly delivery schedule, and any other elements necessary to ensure the timely manufacture and shipment of the Products. The quantities of Products ordered in those written orders will be firm and binding on Client and may not be reduced by Client. Further, for [********] of the percent [(***%)] forecast, Client commits that its Firm Orders for each of those months will be no less nor more than [***], respectively, **************************] percent [(*%)] of the forecasted amounts quantity of API specified in the then-current Forecast for API for such Calendar Quarter delivered on or before the first day of the Calendar Quarter preceding the Calendar Quarter for which the Firm Order is placed (the “then-current Forecast”) (For example, the Firm Order for the third Calendar Quarter of any year must be delivered at least forty-five (45) days before July 1 of such year and cannot be less than [*%] nor more than [*%] of the Forecast for such third Calendar Quarter delivered on or before April 1 of such year); provided that MEDINOL may request excess quantities (i.e., in excess of [***]. If Client orders less than the agreed volume, the parties will meet to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***********************] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or as otherwise provided for in the applicable Product Agreement. The forgoing shall be Patheon’s sole and exclusive remedy for Client’s failure to meet the Firm Order commitment. No amounts shall be payable to Patheon if Client is unable to make the Firm Order commitment because of Force Majeure or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make percent [(***%)] of the forecasted amounts available quantity of API specified in the then-current Forecast). ARIAD shall not be obligated to Client, and will reserve [***] of its capacity supply such excess quantities but shall use good faith efforts to meet that commitmentdo so. Patheon ARIAD shall notify Client as soon as possible MEDINOL, within five (5) days after receipt by ARIAD of impending capacity constraints each Firm Order submitted in relation accordance with this Section 4.2 and shall be obligated to Client’s forecasts and/or changes manufacture and deliver the specified quantity of API in Client’s demandsaccordance with the delivery schedule set forth in such Firm Order. Each Firm Order shall specify the stage of development or commercialization of MEDINOL Licensed Products in which that Batch of API shall be used. ANY ADDITIONAL OR INCONSISTENT TERMS OR CONDITIONS OF ANY PURCHASE ORDER, ACKNOWLEDGMENT OR SIMILAR STANDARDIZED FORM GIVEN OR RECEIVED PURSUANT TO THIS AGREEMENT SHALL HAVE NO EFFECT AND SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDED.

Firm Orders. On a rolling basis during the term of the Product Agreement, Client will issue an updated [*** * *] forecast on or before the [*** * *]. This forecast will start on the first day of the next 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 month. Unless otherwise agreed in the Product Agreement, the first [*** * *] of this updated forecast will be considered binding firm orders. For the avoidance of doubt, Patheon shall maintain capacity sufficient for Patheon to manufacture and supply the Product in accordance with the first [* * *] of the then-current rolling [* * *] forecast. Concurrent with the [*** * *] forecast, Client will issue a new firm written order in the form of a purchase order or otherwise (“Firm Order”) by Client to purchase and, when accepted by Patheon, for Patheon to manufacture and deliver the agreed quantity of the Products. The Delivery Date will not be less than [*** * *] following the date that the Firm Order such purchase order is submittedreceived. Firm Orders submitted to Patheon will specify Client's purchase order number, quantities by Product type, monthly delivery schedule, and any other elements necessary to ensure the timely manufacture and shipment of the Products. The quantities of Products ordered in those written orders will be firm and binding on Client and may not be reduced by Client. Further, for [***] of the [***] forecast, Client commits that its Expedited Firm Orders for each of those months will be no less than [***], respectively, of the forecasted amounts for [***]. If Client orders less than the agreed volume, the parties will meet subject to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or as otherwise provided for in the applicable Product Agreement. The forgoing shall be Patheon’s sole and exclusive remedy for Client’s failure to meet the Firm Order commitment. No amounts shall be payable to Patheon if Client is unable to make the Firm Order commitment because of Force Majeure or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make [***] of the forecasted amounts available to Client, and will reserve [***] of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints in relation to Client’s forecasts and/or changes in Client’s demandsadditional fees.

Firm Orders. On a rolling basis during or before the term of the Product Agreement, Client will issue an updated [***] forecast on or before the [* of each ***]. This forecast will start on [***]. Unless otherwise agreed in the Product Agreement, the first [***] of this updated forecast will be considered binding firm orders. Concurrent with the [***] forecast, Client will shall issue a new firm written order in the form of a purchase order or otherwise (“Firm Order”) by Client to purchase and, when accepted by Patheon, for Patheon to manufacture and deliver the agreed quantity Manufacturing in respect of the Products. The Delivery Date will Products to be produced and released to the Client on one (1) or more dates not be less than [***] * from the first day of the calendar month immediately following the date that the Firm Order is submittedsubmitted (each, a “Delivery Date”). For clarity, Products will be placed at Client’s disposal for collection by Client’s carrier on the date of release by Patheon Quality Control. Such date of Patheon Quality Control release shall be deemed to be the Delivery Date. Such Firm Orders submitted to Patheon will shall specify the Client's ’s Manufacturing purchase order number, quantities by Product type, monthly delivery schedule, shipment location and any other elements necessary to ensure the timely manufacture production and shipment of the Products. The quantities of Products ordered in those written orders will such Firm Orders shall be firm and binding on Client and may not be reduced by Client. Further, for [***] of *. In the [event that Client cancels ***] forecast* CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. any or part of a Firm Order, Client commits shall be responsible for **** of such cancelled part of a Firm Order, provided that if Client informs Patheon at any time during the **** of this Agreement, at **** prior to the commencement of dispensing, that it would like to cancel any or part of such Firm Order, then ****. Patheon shall indicate its acceptance of Firm Orders for the Product by promptly acknowledging acceptance of each of those months will be no less than [Firm Order in writing within ***]* of its receipt; each such acceptance shall include, respectivelysubject to Client confirmation, the Delivery Date for the Product ordered. The agreed upon Delivery Date may be amended from time to time by written agreement of the forecasted amounts parties, with the newly agreed upon date becoming the new Delivery Date. For the avoidance of doubt, Patheon will accept all Firm Orders submitted by the Client for [Product so long as ***]*. If Client orders less than the agreed volume, the parties All Firm Orders will meet be deemed to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or as otherwise provided for in the applicable Product Agreement. The forgoing shall be Patheon’s sole and exclusive remedy for Client’s failure to meet the Firm Order commitment. No amounts shall be payable to Patheon if Client is unable to make the Firm Order commitment because of Force Majeure or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make [***] incorporate all of the forecasted amounts available to Client, terms and will reserve [***] of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints conditions in relation to Client’s forecasts and/or changes in Client’s demandsthis Agreement.

Firm Orders. On a rolling basis during or before the term of the Product Agreement, Client will issue an updated [***] forecast on or before the [* of each ***]. This forecast will start on [***]. Unless otherwise agreed in the Product Agreement, the first [***] of this updated forecast will be considered binding firm orders. Concurrent with the [***] forecast, Client will shall issue a new firm written order in the form of a purchase order or otherwise (“Firm Order”) by Client to purchase and, when accepted by Patheon, for Patheon to manufacture and deliver the agreed quantity Manufacturing in respect of the Products. The Delivery Date will Products to be produced and delivered to the Client on one or more dates not be less than [than***] * from the first day of the calendar month immediately following the date that the Firm Order is submittedsubmitted (each, a “Delivery Date”). Such Firm Orders submitted to Patheon will shall specify the Client's ’s Manufacturing purchase order number, quantities by Product type, monthly delivery schedule, shipment location and any other elements necessary to ensure the timely manufacture production and shipment of the Products. The quantities of Products ordered in those written orders will such Firm Orders shall be firm and binding on Client and may not be reduced by Client. Further, for [***] *. If Client cancels any or part of the [a Firm Order, Client shall be responsible for ***] forecast* of such cancelled part of a Firm Order, provided that if Client commits informs Patheon at any time during the **** of this Agreement, at **** prior to the Delivery Date of any Firm Order, that it would like to cancel any or part of such Firm Order, then ****. ****. Patheon shall indicate its acceptance of Firm Orders for the Product by promptly acknowledging acceptance of each of those months will be no less than [Firm Order in writing within ***]* of its receipt; each such acceptance shall include, respectivelysubject to Client confirmation, the Delivery Date for the Product ordered. The agreed upon Delivery Date may be amended from time to time by written agreement of the forecasted amounts parties, with the newly agreed upon date becoming the new Delivery Date. For the avoidance of doubt, Patheon will accept all Firm Orders submitted by the Client for [Product so long as ***]*. If Client orders less than the agreed volume, the parties will meet to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or as otherwise provided for in the applicable Product Agreement. The forgoing shall be Patheon’s sole and exclusive remedy for Client’s failure to meet the Firm Order commitment. No amounts shall be payable to Patheon if Client is unable to make the Firm Order commitment because of Force Majeure or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Law. Patheon commits to make [* ***] of the forecasted amounts available to Client, and will reserve [*CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED ***] *. All Firm Orders will be deemed to incorporate all of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints the terms and conditions in relation to Client’s forecasts and/or changes in Client’s demandsthis Agreement.

Firm Orders. On a rolling basis during the term of the Product Agreement, Client will issue an updated (a) At least [***] forecast on or before days prior to the beginning of each MONTH during the TERM, MERCK shall place an order (a "FIRM ORDER") for its requirements of PRODUCT for such MONTH. Each FIRM ORDER shall specify the quantity of PRODUCT ordered, the required DELIVERY date and the shipping address. For the period prior to the [***]. This forecast will start on ] anniversary of the FIRST COMMERCIAL SALE, each FIRM ORDER shall not be less than [***]. Unless otherwise agreed in the Product Agreement, the first nor more than [***] of this updated forecast will be considered binding firm orders. Concurrent with the [***] forecastquantity for such MONTH, Client will issue a new firm written order as set forth in the form of a purchase order or otherwise (“Firm Order”) by Client to purchase andmost recent rolling forecast for such MONTH, when accepted by Patheonand for the periods thereafter, for Patheon to manufacture and deliver the agreed quantity of the Products. The Delivery Date will each FIRM ORDER shall not be less than [***] following the date that the Firm Order is submitted. Firm Orders submitted to Patheon will specify Client's purchase order number, quantities by Product type, monthly delivery schedule, and any other elements necessary to ensure the timely manufacture and shipment of the Products. The quantities of Products ordered in those written orders will be firm and binding on Client and may not be reduced by Client. Further, for nor more than [***] of the quantity for such MONTH, as set forth in the most recent rolling forecast for such MONTH. If MERCK places a FIRM ORDER in excess of the maximum amount allowed for such MONTH pursuant to the foregoing sentence, NASTECH shall [***] forecast]. (b) Should MERCK request NASTECH to supply PRODUCT in excess of MERCK's most recent estimate of its requirements, Client commits that its Firm Orders for each of those months will be no less than NASTECH shall [***]. (c) MERCK may cancel or defer any FIRM ORDER [***], respectively, of provided that such cancellation notice is received by NASTECH at least [***] prior to the forecasted amounts scheduled DELIVERY date for PRODUCT. If MERCK cancels or defers a FIRM ORDER with less than the aforementioned notice NASTECH shall [***]. If Client orders less than the agreed volume, the parties will meet to discuss how to smooth production to meet demand. If it is not possible to smooth production to meet forecasted demand, Client will compensate Patheon for not meeting the Firm Order commitment by paying the (d) NASTECH shall satisfy each FIRM ORDER on or before [***] for the shortfall between what Client actually ordered and its Firm Order commitment as set forth above or as otherwise provided for in the applicable Product Agreement]. The forgoing site(s) of MANUFACTURE shall be Patheon’s sole and exclusive remedy for Client’s failure to meet the Firm Order commitmentindicated on documents accompanying each shipment of PRODUCT. No amounts (e) A FIRM ORDER shall be payable made on such form of purchase order or document as MERCK may specify from time to Patheon if Client time in writing; provided that the terms and conditions of this AGREEMENT shall be controlling over any terms and conditions included in any FIRM ORDER. Any term or condition of such FIRM ORDER that is unable different from or contrary to make the Firm Order commitment because terms and conditions of Force Majeure or because the Product is taken off the market due in response to an action by an Authority or otherwise as required by Applicable Lawthis AGREEMENT shall be void. Patheon commits to make [***] of the forecasted amounts available to Client, and will reserve [***] of its capacity to meet that commitment. Patheon shall notify Client as soon as possible of impending capacity constraints in relation to Client’s forecasts and/or changes in Client’s demands.3.3