Common use of Cancellation of a Binding Purchase Order Clause in Contracts

Cancellation of a Binding Purchase Order. Customer may cancel a binding purchase order upon written notice to Lonza, subject to the payment of a cancellation fee as calculated below (the “Cancellation Fee”): 6.4.1 Development work: If Customer provides written notice of cancellation of any Development Work, Customer shall pay for any of the cancelled Development Work Lonza performed prior to the date of notification of cancellation and for any of such cancelled Development Work which would (were it not for the cancellation) have been performed during the period of [***] days post cancellation notification, unless otherwise agreed in the specific scope of work.. 6.4.2 Batches scheduled in a cGMP Facility: In the event that Customer provides written notice of cancellation to Lonza: (a) less than or equal to [***] prior to the Commencement Date of the first subject Batch, then [***] ([***]%) of the Batch Price of each such Batch cancelled is payable; (b) more than [***] but less than or equal to [***] prior to the Commencement Date of the first subject Batch, then [***] ([***]%) of the Batch Price of each such Batch cancelled is payable; (c) more than [***] prior to the Commencement Date of a subject Batch, then no Cancellation Fee is payable. 6.4.3 Notwithstanding the provisions of Clause 6.4.2, (i) Lonza will use commercially reasonable efforts to reschedule its Facility to mitigate any losses from a cancellation, and if Lonza is able to reallocate any reserved capacity for the performance of services for any third party during the applicable period, then Customer’s obligation to pay the amounts under Clauses 6.4.1 or 6.4.2, shall be reduced pro-rata based on the use of such capacity for such third party during the applicable period; and (ii) notwithstanding anything to the contrary, no Cancellation Fee is payable by Customer for any cancellation or rescheduling to the extent resulting from Lonza’s action or inaction, either under this Agreement or the Original Agreement or otherwise. In particular, Customer may ask to replace the cancelled Services with another Customer project, subject to Lonza’s feasibility review and approval.

Cancellation of a Binding Purchase Order. Customer may cancel a binding purchase order upon written notice to Lonza, subject to the payment of a cancellation fee as calculated below (the “Cancellation Fee”): 6.4.1 Development work: If Customer provides written notice of cancellation of any Development Work, Customer shall pay for any of the cancelled Development Work Lonza performed prior to the date of notification of cancellation and for any of such cancelled Development Work which would (were it not for the cancellation) have been performed during the period of [***] days post cancellation notification, unless otherwise agreed in the specific scope of work.. 6.4.2 Batches scheduled in a cGMP Facility: In the event that Customer provides written notice of cancellation of [***] to Lonza: (a) Lonza less than or equal to [***] prior to the Commencement Date of the first subject Batch, then [***] ([***]%) of the Batch Price of each such Batch cancelled is payable; (b) 6.4.2 In the event that Customer provides written notice of cancellation of [***] to Lonza more than [***] but less than or equal to [***] prior to the Commencement Date of the first subject Batch, then [***] ([***]%) of the Batch Price of each such Batch cancelled is payable; ; and For the avoidance of doubt, no Cancellation Fee is payable in the event that Customer provides (ci) written notice of cancellation of [***] to Lonza more than [***] prior to the Commencement Date of a the first subject Batch or (ii) written notice of cancellation of [***] to Lonza more than [***] prior to the Commencement Date of the first subject Batch, then no Cancellation Fee is payable. 6.4.3 Notwithstanding the provisions of this Clause 6.4.26.4, (ia) Lonza will use commercially reasonable efforts to reschedule its Facility to mitigate any losses from a cancellation, and if Lonza is able to reallocate any reserved capacity for the performance of services for any third party during the applicable period, then Customer’s obligation to pay the amounts under Clauses 6.4.1 Sections 6.4.1, 6.4.2 or 6.4.26.4.3, shall be reduced pro-rata based on the use of such capacity for such third party during the applicable period; period and (iib) notwithstanding anything to the contrary, no Cancellation Fee is payable by Customer for any cancellation or rescheduling to the extent resulting from Lonza’s action or inaction, either under this Agreement or the Original 2016 Agreement or otherwise. In particular, Customer may ask to replace the cancelled Services with another Customer project, subject to Lonza’s feasibility review and approval.

Cancellation of a Binding Purchase Order. Except for the purchase order issued by Customer under the LOI, Customer may cancel a binding purchase order upon written notice to Lonza, subject to the payment of a cancellation fee as calculated below (the “Cancellation Fee”): 6.4.1 Development work: If Customer provides written notice of cancellation of any Development WorkExcept as otherwise set forth in Section 6.4.2, Customer shall pay for any of the cancelled Development Work Lonza performed prior to the date of notification of cancellation and for any of such cancelled Development Work which would (were it not for the cancellation) have been performed during the period of [***] days post cancellation notification, unless otherwise agreed in the specific scope of work.. 6.4.2 Batches scheduled in a cGMP Facility: In the event that Customer provides written notice of cancellation to Lonza: (a) Lonza less than or equal to [***] [ ]* prior to the Commencement Date of the first subject Batchone or more Batches, then [***] ([***[ ]%) * of the Batch Price of each such Batch cancelled is payable; (b) more than [6.4.2 In the event Customer with respect to any Process Validation Batch with a Commencement Date scheduled on or prior to [ ]***] but , provides written notice of cancellation less than or equal to [***] [ ]* prior to the Commencement Date of such Process Validation Batch based upon a clinical trial failure that prevents Customer from moving forward with licensure based upon Customer’s Phase III Clinical Trial (Protocol No. PRT201-301) or a regulatory hold then [ ]* of the first subject BatchBatch Price of each such Batch cancelled is payable; In the event Customer with respect to any Process Validation Batch with a Commencement Date scheduled on or prior to [ ]*, provides written notice of cancellation more than [ ]* to the Commencement Date of such Process Validation Batch based upon a clinical trial failure that prevents Customer from moving forward with licensure based upon Customer’s Phase III Clinical Trial (Protocol No. PRT201-301) or a regulatory hold then [***] ([***[ ]%) * of the Batch Price of each such Batch cancelled is payable; (c) 6.4.3 In the event Customer provides written notice of cancellation more than [***] [ ]* months prior to the Commencement Date of a subject Batch, then no Cancellation Fee is payable. 6.4.3 Notwithstanding the provisions 6.4.4 Upon notice of Clause 6.4.2cancellation of a purchase order for Services other than manufacture of Batch(es), (i) Lonza will use commercially reasonable efforts promptly cancel, to reschedule its Facility to mitigate any losses from a cancellationthe extent possible, and if Lonza is able to reallocate any reserved capacity for the performance of services for any third party during obligations. Customer will pay for work completed up to the applicable period, then Customer’s obligation to pay the amounts under Clauses 6.4.1 or 6.4.2, shall be reduced pro-rata based on the use effective date of such capacity for such cancellation, any related irrevocable incurred Raw Materials and Raw Materials Fee(s) and third party during testing services by Lonza. Following the applicable period; notice of cancellation, Lonza shall perform only those Services and (ii) notwithstanding anything to the contrary, no Cancellation Fee is payable by Customer for any cancellation or rescheduling to the extent resulting from Lonza’s action or inaction, either under this Agreement or the Original Agreement or otherwise. In particular, Customer may ask to replace the cancelled Services with another Customer project, subject to Lonza’s feasibility review and approvalactivities that are not cancelled.

Cancellation of a Binding Purchase Order. Customer may cancel a binding purchase order upon written notice to Lonza, subject to the payment of a cancellation fee as calculated below (the “Cancellation Fee”): 6.4.1 Development work: If Customer provides written notice of cancellation of any Development Work, Customer shall pay for any of the cancelled Development Work Lonza performed prior to the date of notification of cancellation and for any of such cancelled Development Work which would (were it not for the cancellation) have been performed during the period of [***] days post cancellation notification, unless otherwise agreed in the specific scope of work.. 6.4.2 Batches scheduled in a cGMP Facility: In the event that Customer provides written notice of cancellation to Lonza: (a) less than or equal to [***] prior to the Commencement Date of the first subject Batch, then [***] ([***]%) of the Batch Price of each such Batch cancelled is payable; (b) more than [***] but less than or equal to [***] prior to the Commencement Date of the first subject Batch, then [***] ([***]%) of the Batch Price of each such Batch cancelled is payable; (c) more than [***] prior to the Commencement Date of a subject Batch, then no Cancellation Fee is payable. 6.4.3 1.1.1 Notwithstanding the provisions of Clause 6.4.2, (i) Lonza will use commercially reasonable efforts to reschedule its Facility to mitigate any losses from a cancellation, and if Lonza is able to reallocate any reserved capacity for the performance of services for any third party during the applicable period, then Customer’s obligation to pay the amounts under Clauses 6.4.1 or 6.4.2, shall be reduced pro-rata based on the use of such capacity for such third party during the applicable period; and (ii) notwithstanding anything to the contrary, no Cancellation Fee is payable by Customer for any cancellation or rescheduling to the extent resulting from Lonza’s action or inaction, either under this Agreement or the Original Agreement or otherwise. In particular, Customer may ask to replace the cancelled Services with another Customer project, subject to Lonza’s feasibility review and approval.