Common use of Cancellation of Purchase Orders Clause in Contracts

Cancellation of Purchase Orders. (a) FOR CAUSE If Seller fails to deliver the Products set forth in a purchase order within thirty (30) days after the date specified for delivery in such purchase order (or such later date as Buyer authorizes in writing), regardless of whether performance by Seller is excused under Section 16 hereof, Buyer may, upon written notice to Seller, cancel all or a portion of the relevant purchase order without liability to Seller for such termination. If Seller fails to deliver the Products within thirty (30) days after the dates specified for delivery in the purchase orders issued by Buyer for three consecutive months (or such later dates as Buyer authorizes in writing), except if performance by Seller is excused under Section 16 hereof, Buyer, may, upon written notice to Seller, (i) suspend its obligation under Section 5 to submit purchase orders pursuant to a Forecast, and (ii) purchase Products and products comparable to the Products from other suppliers, provided that, Buyer agrees that such suspension shall only continue until such time as Seller is able to resume timely delivery of Product; provided further that if Buyer has not resumed such delivery after ninety (90) days, Buyer may notify Seller in writing of Buyer's intent to terminate this Agreement, and if Seller shall fail to resume delivery within thirty (30) days after receipt of such notification to cure, this Agreement shall terminate at the end of the thirty (30) day period without further notice from Buyer. (b) FOR CONVENIENCE Upon proper written notice to Seller, Buyer may cancel all or a portion of a purchase order prior to the shipment of any Products pursuant to such purchase order or elect not to submit a purchase order required under Section 5, in each case for Buyer's convenience. In the event of such a cancellation or such an election not to submit a required purchase order, Buyer and Seller shall have the following sole and exclusive rights and obligations:

Cancellation of Purchase Orders. (a) FOR CAUSE If Seller fails to deliver Buyer may cancel the Products set forth in a undelivered portion of any purchase order within thirty (30) days after the date specified for delivery in such purchase order (or such later date as Buyer authorizes in writing), regardless of whether performance by Seller is excused under Section 16 hereof, Buyer may, upon written notice of cancellation to Seller. Upon receipt of notice of cancellation, cancel all or a Seller shall immediately stop work on the undelivered portion of the relevant purchase order without liability affected Purchase Order and make no further commitments for materials or services to Seller for complete such termination. If Seller fails to deliver the Products within thirty (30) days after the dates specified for delivery in the purchase orders issued by Buyer for three consecutive months (or such later dates as Buyer authorizes in writing), except if performance by Seller is excused under Section 16 hereof, Buyer, may, upon written notice to Seller, (i) suspend its obligation under Section 5 to submit purchase orders pursuant to a Forecast, and (ii) purchase Products and products comparable to the Products from other suppliers, provided that, Buyer agrees that such suspension shall only continue until such time as Seller is able to resume timely delivery of Product; provided further that if Buyer has not resumed such delivery after ninety (90) days, Buyer may notify Seller in writing of Buyer's intent to terminate this Agreement, and if Seller shall fail to resume delivery within thirty (30) days after receipt of such notification to cure, this Agreement shall terminate at the end of the thirty (30) day period without further notice from Buyeraffected Purchase Order. (b) FOR CONVENIENCE Upon proper written notice to Seller, Buyer may cancel all or a portion of a purchase order prior to the shipment of any Products pursuant to such purchase order or elect not to submit a purchase order required under Section 5, in each case for Buyer's convenience. a. In the event of such a notice of cancellation or (unless such an election not cancellation is due to submit a required purchase orderthe default of Seller), Buyer will pay Seller for direct, reasonable and actual out-of-pocket expenses, excluding overhead and similar items, and any other expenses for which Seller is obligated to reimburse its foundry, which either Seller or its foundry incurred directly as a result of preparations to deliver such canceled Products. b. In connection with such cancellation of Purchase Orders, Buyer may require Seller to transfer title and deliver to Buyer, in the manner and on the terms hereinafter set forth for non-cancelled orders any completed Products from such cancelled order. c. In no event shall have Buyer's liability to Seller as a result of cancellation of a Purchase Order exceed the following sole and exclusive rights and obligations:total price of the cancelled portion of such Purchase Order. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED BY OVERLAND DATA, INC.

Cancellation of Purchase Orders. Customer may cancel manufacture of Product under any Purchase Order or part thereof by providing Agilent with written notice thereof prior to the scheduled delivery date. For the avoidance of doubt, delivery dates for Product may not be deferred; any notice of deferment shall be deemed a notice of cancellation unless Agilent agrees otherwise as set forth in Section 4.8, which it shall have the right to decide in its sole discretion. Subject to Article 12 and the final sentence of this Section 4.7, upon cancellation of manufacture of Product that constitutes any part of a Binding Forecast, whether by Customer’s written notification or by Customer’s failure to supply sufficient quantities of PEG, if applicable, Agilent shall invoice Customer against the applicable Purchase Order for the applicable Batch(es) for an amount equal to the full amounts payable for such cancelled Product, less (a) FOR CAUSE If Seller fails any advance payments or other amounts previously paid by Customer applicable to deliver such cancelled Product and (b) any raw material or pass-through costs applicable to such cancelled Product not yet incurred by Agilent. Customer shall pay such invoices in accordance with Section 6.2. However, in the Products event that Agilent is able to use any raw material purchased under a cancelled Purchase Order for another Purchase Order of Customer or for another customer within [**] after the date of the scheduled commencement for manufacture of the cancelled Batch(es), Agilent will issue a credit to Customer for the cost of such raw materials which Customer may apply to any future unpaid invoices. Notwithstanding anything to the contrary herein, if Agilent is unsuccessful with scale up activities for the [**] Process as set forth in a purchase order within thirty the Project Proposal dated [**] for the [**] for Customer and Customer cancels GMP manufacture activities in accordance with such Project Proposal, then the Batches and related stability studies ordered by Customer for the [**] Process (30) days after including the date specified for delivery Batches set forth in such purchase order (Project Proposal and any other Batches under Binding Forecast or ordered by Customer at such later date as Buyer authorizes in writing), regardless of whether performance scale under this Agreement) are deemed to be cancelled without any additional fee or penalty and Agilent shall refund Customer all advance payments made by Seller is excused under Section 16 hereof, Buyer may, upon written notice to Seller, cancel all or a portion of the relevant purchase order without liability to Seller Customer for such termination. If Seller fails to deliver the Products within thirty (30) days after the dates specified Batches and related stability studies, less any amounts for delivery in the purchase orders issued costs incurred by Buyer for three consecutive months (or such later dates as Buyer authorizes in writing), except if performance by Seller is excused under Section 16 hereof, Buyer, may, upon written notice to Seller, (i) suspend its obligation under Section 5 to submit purchase orders pursuant to a Forecast, and (ii) purchase Products and products comparable to the Products from other suppliers, provided that, Buyer agrees that such suspension shall only continue until such time as Seller is able to resume timely delivery of Product; provided further that if Buyer has not resumed such delivery after ninety (90) days, Buyer may notify Seller in writing of Buyer's intent to terminate this Agreement, and if Seller shall fail to resume delivery within thirty (30) days after receipt of such notification to cure, this Agreement shall terminate at the end of the thirty (30) day period without further notice from Buyer. (b) FOR CONVENIENCE Upon proper written notice to Seller, Buyer may cancel all or a portion of a purchase order Agilent prior to the shipment effective date of any Products pursuant to such purchase order or elect not to submit a purchase order required under Section 5, in each case for Buyer's convenience. In the event of such a cancellation or such an election not to submit a required purchase order, Buyer and Seller shall have the following sole and exclusive rights and obligations:cancellation.

Cancellation of Purchase Orders. (a) FOR CAUSE If Seller fails KindredBio may not cancel a Purchase Order after Pall’s Sales Confirmation unless approved in writing by Pall, except in the event that after acceptance of a Purchase Order for Consumables, if Pall notifies KindredBio of a delay or inability to deliver by the Products requested delivery date, the Parties will jointly discuss a solution as set forth in 4.2 above, and such resolution shall also include KindredBio’s right to cancel the applicable Consumables Purchase Order. For clarity, if KindredBio cancels a Purchase Order for Equipment and Pall provides written approval, such cancellation of the Equipment Purchase Order shall be subject to the following cancellation charges: • [* * *]% of the [* * *] Purchase Price after Sales Confirmation but prior to release to purchase order within thirty materials, • [* * *]% of the [* * *] Purchase Price after release to purchase materials but prior to release for fabrication, • [* * *]% of the [* * *] Purchase Price after release for fabrication but prior to Equipment completion, • [* * *]% of the [* * *] Purchase Price after Equipment completion but prior to release for Factory Acceptance Test (30FAT) days after the date specified for delivery (as defined in such purchase order (or such later date as Buyer authorizes in writingQuote proposal #80.012018.01.19), regardless of whether performance by Seller is excused under Section 16 hereof, Buyer may, upon written notice to Seller, cancel all or a portion o [* * *]% of the relevant purchase order without liability to Seller for such termination. If Seller fails to deliver the Products within thirty (30) days [* * *] Purchase Price after the dates specified for delivery in the purchase orders issued by Buyer for three consecutive months (or such later dates as Buyer authorizes in writing), except if performance by Seller is excused under Section 16 hereof, Buyer, may, upon written notice to Seller, (i) suspend its obligation under Section 5 to submit purchase orders pursuant to a Forecast, and (ii) purchase Products and products comparable to the Products from other suppliers, provided that, Buyer agrees that such suspension shall only continue until such time as Seller is able to resume timely delivery of Product; provided further that if Buyer has not resumed such delivery after ninety (90) days, Buyer may notify Seller in writing of Buyer's intent to terminate this Agreement, and if Seller shall fail to resume delivery within thirty (30) days after receipt of such notification to cure, this Agreement shall terminate at the end of the thirty (30) day period without further notice from Buyer. (b) FOR CONVENIENCE Upon proper written notice to Seller, Buyer may cancel all or a portion of a purchase order prior to the shipment of any Products pursuant to such purchase order or elect not to submit a purchase order required under Section 5, in each case for Buyer's convenienceFactory Acceptance Test passed. In the event that KindredBio cancels some of the Equipment pursuant to this Section 4.3, it will pay the cancellation charges specified herein only for the applicable portion of the Equipment that is cancelled, and the Parties agree to adjust the Minimum Consumable Commitment (as hereinafter defined) to reflect such partial cancellation. The adjusted Minimum Consumable Commitment will be specified in a written amendment signed by both Parties. In the event all of the Equipment is cancelled pursuant to this Section 4.3, KindredBio will pay the cancellation or such an election not to submit a required purchase ordercharges specified herein, Buyer and Seller shall have the following sole and exclusive rights and obligations:Agreement will be terminated.

Cancellation of Purchase Orders. (a) FOR CAUSE If Seller fails to deliver Buyer may cancel the Products set forth in a undelivered portion of any purchase order within thirty (30) days after the date specified for delivery in such purchase order (or such later date as Buyer authorizes in writing), regardless of whether performance by Seller is excused under Section 16 hereof, Buyer may, upon written notice of cancellation to Seller. Upon receipt of notice of cancellation, cancel all or a Seller shall immediately stop work on the undelivered portion of the relevant purchase order without liability affected Purchase Order and make no further commitments for materials or services to Seller for complete such termination. If Seller fails to deliver the Products within thirty (30) days after the dates specified for delivery in the purchase orders issued by Buyer for three consecutive months (or such later dates as Buyer authorizes in writing), except if performance by Seller is excused under Section 16 hereof, Buyer, may, upon written notice to Seller, (i) suspend its obligation under Section 5 to submit purchase orders pursuant to a Forecast, and (ii) purchase Products and products comparable to the Products from other suppliers, provided that, Buyer agrees that such suspension shall only continue until such time as Seller is able to resume timely delivery of Product; provided further that if Buyer has not resumed such delivery after ninety (90) days, Buyer may notify Seller in writing of Buyer's intent to terminate this Agreement, and if Seller shall fail to resume delivery within thirty (30) days after receipt of such notification to cure, this Agreement shall terminate at the end of the thirty (30) day period without further notice from Buyeraffected Purchase Order. (b) FOR CONVENIENCE Upon proper written notice to Seller, Buyer may cancel all or a portion of a purchase order prior to the shipment of any Products pursuant to such purchase order or elect not to submit a purchase order required under Section 5, in each case for Buyer's convenience. a. In the event of such a notice of cancellation or (unless such an election not cancellation is due to submit a required purchase orderthe default of Seller), Buyer will pay Seller for direct, reasonable and actual out-of-pocket expenses, excluding overhead and similar items, and any other expenses for which Seller is obligated to reimburse its foundry, which either Seller or its foundry incurred directly as a result of preparations to deliver such canceled Products. b. In connection with such cancellation of Purchase Orders, Buyer may require Seller to transfer title and deliver to Buyer, in the manner and on the terms hereinafter set forth for non-cancelled orders any completed Products from such cancelled order. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. c. In no event shall have Buyer's liability to Seller as a result of cancellation of a Purchase Order exceed the following sole and exclusive rights and obligations:total price of the cancelled portion of such Purchase Order.