Common use of Client’s Modification or Cancellation of Purchase Orders Clause in Contracts

Client’s Modification or Cancellation of Purchase Orders. A. Client may modify the delivery date or quantity of Product in a Purchase Order only by submitting a written change order to Catalent at least [**] in advance of the earliest Processing Date (of which Catalent notifies Client in accordance with Section 4.3(B) above) covered by such change order. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, which shall not be unreasonably withheld or delayed; provided, that Catalent shall use commercially reasonable efforts to implement any change orders submitted by such deadline. Notwithstanding the foregoing, Client shall remain responsible for the Firm Commitment. B. Notwithstanding any amounts due to Catalent under Section 4.4 or Section 4.1, if Client fails to place Purchase Orders sufficient to satisfy the Firm Commitment, Catalent shall promptly notify Client of the failure, and Client shall have [**] to cure such failure by placing Purchase Orders sufficient to satisfy the Firm Commitment. If Client fails to cure such failure within the [**] period, Client shall pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client had placed Purchase Orders sufficient to satisfy the Firm Commitment and such number of Units shall be counted for purposes of the Minimum Requirement for the applicable Contract Year. C. Neither changes to nor postponement of any Batch of Product, nor the payment of the fees described in this Section 4.5, will reduce or in any way effect Client’s Minimum Requirement obligations set forth in Section 4.1.

Client’s Modification or Cancellation of Purchase Orders. A. Client may modify the delivery date or quantity of Product in a Purchase Order only by submitting a written change order to Catalent at least [***] business days in advance of the earliest Processing Date (of which Catalent notifies Client in accordance with Section 4.3(B) above) covered by such change order. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, which shall not be unreasonably withheld or delayed; provided, that Catalent shall use commercially reasonable efforts to implement any change orders submitted by such deadline. Notwithstanding and notwithstanding the foregoing, Client shall remain responsible for the Firm Commitment. B. Notwithstanding any amounts due to Catalent under Section 4.4 or Section 4.1, if Client fails to place Purchase Orders sufficient to satisfy the Firm Commitment, Catalent shall promptly notify Client of the failure, and Client shall have [**] to cure such failure by placing Purchase Orders sufficient to satisfy the Firm Commitment. If Client fails to cure such failure within the [**] period, Client shall pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client had has placed Purchase Orders sufficient to satisfy the Firm Commitment and Catalent shall Process and deliver such number quantity of Units shall be counted for purposes of Product as if Purchase Orders sufficient to satisfy the Minimum Requirement for the applicable Contract YearFirm Commitment had been placed. C. Neither changes to nor postponement of any Batch of Product, nor the payment of the fees described in this Section 4.5, will reduce or in any way effect Client’s Minimum Requirement obligations set forth in Section 4.1; provided, however, any payment pursuant to this Section 4.5 shall be applied towards the Minimum Requirement.

Client’s Modification or Cancellation of Purchase Orders. A. Client may modify the delivery date or quantity of Product in a Purchase Order only by submitting a written change order to Catalent at least [**] 30 calendar days in advance of the earliest Processing Date (of which Catalent notifies Client in accordance with Section 4.3(B) above) covered by such change order. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, which shall not be unreasonably withheld or delayed; provided, that Catalent shall use commercially reasonable efforts to implement any change orders submitted by such deadline. Notwithstanding and notwithstanding the foregoing, Client shall remain responsible for the Firm Commitment. B. Notwithstanding any amounts due to Catalent under Section 4.4 or Section 4.1, if Client fails to place Purchase Orders sufficient to satisfy the Firm Commitment, Catalent shall promptly notify Client of the failure, and Client shall have [**] to cure such failure by placing Purchase Orders sufficient to satisfy the Firm Commitment. If Client fails to cure such failure within the [**] period, Client shall pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client had placed Purchase Orders sufficient to satisfy the Firm Commitment and such number of Units shall be counted for purposes of the Minimum Requirement for the applicable Contract Year[…***…]. C. Neither changes to nor postponement of any Batch of Product, nor the payment of the fees described in this Section 4.5, will reduce or in any way effect affect Client’s Minimum Requirement obligations set forth in Section 4.14.1 as set forth on Attachment B unless such changes or postponement are due solely to Catalent’s negligence or willful misconduct.

Client’s Modification or Cancellation of Purchase Orders. A. Client may modify the delivery date or quantity of Product in a Purchase Order only by submitting a written change order to Catalent at least [**] days in advance of the earliest Processing Date (of which Catalent notifies Client in accordance with Section 4.3(B) above) covered by such change order. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, which shall not be unreasonably withheld or delayed; provided, that Catalent shall use commercially reasonable efforts to implement any change orders submitted by such deadline. Notwithstanding and notwithstanding the foregoing, Client shall remain responsible for the Firm Commitment. Catalent shall not reject any such modification unless it will be unable, despite commercially reasonable efforts, to perform the Purchase Order as modified subject to Catalent’s good faith equitable consideration, in Catalent’s reasonable discretion, of its then-existing supply commitments and its manufacturing, packaging and equipment capacity. B. Notwithstanding any amounts due to Catalent under Section 4.4 or Section 4.1, if Client fails to place Purchase Orders sufficient to satisfy the Firm Commitment, Catalent shall promptly notify Client of the failure, and Client shall have [**] to cure such failure by placing Purchase Orders sufficient to satisfy the Firm Commitment. If Client fails to cure such failure within the [**] period, Client shall pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client had placed Purchase Orders sufficient to satisfy the Firm Commitment and such number of Units shall be counted for purposes of the Minimum Requirement for the applicable Contract YearCommitment. C. Neither changes to nor postponement of any Batch of Product, nor the payment of the fees described in this Section 4.5, will reduce or in any way effect affect Client’s Minimum Requirement obligations set forth in Section 4.1.

Client’s Modification or Cancellation of Purchase Orders. A. Client may modify the delivery date or quantity of Product in a Purchase Order only by submitting a written change order to Catalent at least [***] in advance of the earliest Processing Date (of which Catalent notifies Client in accordance with Section 4.3(B) above) delivery date covered by such change order. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, which shall not be unreasonably withheld or delayed; provided, that Catalent shall use commercially reasonable efforts to implement any change orders submitted by such deadline. Notwithstanding and notwithstanding the foregoing, Client shall remain responsible for the Firm Commitment. B. Notwithstanding any amounts due to Catalent under Section 4.4 or Section 4.1, if Client fails to place Purchase Orders sufficient to satisfy the Firm Commitment, Catalent shall promptly notify Client of the failuresuch deficiency, and Client shall have [***] after receipt of such notice to cure such failure by placing submit any missing Purchase Orders sufficient (or shortfall portions thereof). In the event that Client still fails to submit Purchase Orders to satisfy the Firm Commitment. If Client fails to cure Commitment within such failure within the [***] period, Client shall remain obligated to pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client had has placed Purchase Orders sufficient to satisfy the Firm Commitment and such number of Units shall be counted for purposes of except to the Minimum Requirement for the applicable Contract Year. C. Neither changes to nor postponement of any Batch of Product, nor the payment of the fees described in this Section 4.5, will reduce or in any way effect extent Client’s Minimum Requirement obligations set forth in Section 4.1failure to submit such Purchase Orders to satisfy the Firm Commitment is the result of Catalent’s inability to perform under such Purchase Orders or is otherwise caused by Catalent, or Catalent is able to use the Raw Materials, labor, and capacity that it would have used to perform under such Purchase Orders for services performed for Persons other than Client.

Client’s Modification or Cancellation of Purchase Orders. A. Client may modify the delivery Delivery date or quantity of Product in a Purchase Order only by submitting a written change order request to Catalent at least [***] days in advance of the earliest Processing Date (of which Catalent notifies Client in accordance with Section 4.3(B) above) scheduled Delivery date covered by such change orderPurchase Order, subject to the Firm Commitment. Such change order to the Purchase Order shall be effective and binding against Catalent only upon the written approval of Catalent, which shall not be unreasonably withheld or delayed; providedand, that Catalent shall use commercially reasonable efforts to implement notwithstanding any change orders submitted by such deadline. Notwithstanding the foregoingwritten approval, Client shall remain responsible for the total quantity of Product subject to the Firm Commitment. B. Notwithstanding any amounts amount due to Catalent under Section 4.4 or Section 4.1, and subject to the applicable relief available to Client under this Agreement, if Client fails to place Purchase Orders sufficient to satisfy the Firm Commitment, Catalent shall promptly notify Client of the failure, and Client shall have [**] to cure such failure by placing Purchase Orders sufficient to satisfy the Firm Commitment. If Client fails to cure such failure within the [**] period, Client shall pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client had placed Purchase Orders sufficient to satisfy the Firm Commitment and such number of Units shall be counted for purposes of the Minimum Requirement for the applicable Contract YearCommitment. C. Neither changes to nor postponement of any Batch of ProductProduct initiated or caused by Client, nor the payment of the fees described in this Section 4.5, will reduce or in any way effect Client’s affect the Minimum Requirement obligations set forth in Section 4.1. Notwithstanding the foregoing, payments made in accordance with Section 4.5B for Units that would have been Processed if Client had placed Purchase Orders sufficient to satisfy the Firm Commitment will count toward the Minimum Requirement.

Client’s Modification or Cancellation of Purchase Orders. A. Client may modify the delivery date or quantity of Product in a Purchase Order only by submitting a written change order to Catalent at least [**] in advance of the earliest Processing Date (of which Catalent notifies Client in accordance with Section 4.3(B) above) covered by such change order. Such change order shall be effective and binding against [*] = 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. Catalent only upon the written approval of Catalent, which shall not be unreasonably withheld or delayed; provided, that Catalent shall use commercially reasonable efforts to implement any change orders submitted by such deadline. Notwithstanding and notwithstanding the foregoing, Client shall remain responsible for the Firm Commitment. B. Notwithstanding any amounts due to Catalent under Section 4.4 or Section 4.1, if Client fails to place Purchase Orders sufficient to satisfy the Firm Commitment, Catalent shall promptly notify Client of the failure, and Client shall have pay to Catalent an amount equal to [**] to (the “Firm Commitment Payment”). For clarity, payments made in accordance with this Section 4.5.B shall cure such the applicable failure by placing Client to place Purchase Orders sufficient to satisfy the Firm Commitment. If Client fails , in full, and Catalent shall have no further right to cure seek damages or terminate this Agreement as a result of such failure within the [**] period, Client shall pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client had placed Purchase Orders sufficient to satisfy the Firm Commitment and such number of Units shall be counted for purposes of the Minimum Requirement for the applicable Contract Yearfailure. C. Neither changes to nor postponement of any Batch of Product, nor the payment of the fees described in this Section 4.5, will reduce or in any way effect affect Client’s Minimum Requirement obligations set forth in Section 4.1, except as expressly set forth in Section 4.1.