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 [***] business days in advance of the earliest Processing Date covered by such change order. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, 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, Client shall pay to Catalent the Unit Pricing for all Units that would have been Processed if Client has placed Purchase Orders sufficient to satisfy the Firm Commitment and Catalent shall Process and deliver such quantity of Product as if Purchase Orders sufficient to satisfy the Firm 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 [***] business 30 calendar days in advance of the earliest Processing Date covered by such change order. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, 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, Client shall pay to Catalent the Unit Pricing for all Units that would have been Processed if Client has placed Purchase Orders sufficient to satisfy the Firm Commitment and Catalent shall Process and deliver such quantity of Product as if Purchase Orders sufficient to satisfy the Firm Commitment had been placedin accordance with Article […***…]. 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; provided, however, any payment pursuant 4.1 as set forth on Attachment B unless such changes or postponement are due solely to this Section 4.5 shall be applied towards the Minimum RequirementCatalent’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 [***] business days in advance of the earliest Processing Date covered by such change order. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, 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, Client shall pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client has had placed Purchase Orders sufficient to satisfy the Firm Commitment and Catalent shall Process and deliver such quantity of Product as if Purchase Orders sufficient to satisfy the Firm Commitment had been placedCommitment. 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; 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 [***] 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, and notwithstanding 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 has had placed Purchase Orders sufficient to satisfy the Firm Commitment and Catalent such number of Units shall Process and deliver such quantity be counted for purposes of Product as if Purchase Orders sufficient to satisfy the Firm Commitment had been placedMinimum 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; 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 Delivery date or quantity of Product in a Purchase Order only by submitting a written change order request to Catalent at least [***] business days in advance of the earliest Processing Date 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, and and, notwithstanding the foregoingany such written 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, Client shall pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client has had placed Purchase Orders sufficient to satisfy the Firm Commitment and Catalent shall Process and deliver such quantity of Product as if Purchase Orders sufficient to satisfy the Firm Commitment had been placedCommitment. 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; provided. Notwithstanding the foregoing, however, any payment pursuant payments made in accordance with Section 4.5B for Units that would have been Processed if Client had placed Purchase Orders sufficient to this Section 4.5 shall be applied towards 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 [***] business days in advance of the earliest Processing Date delivery date covered by such change order. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, 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 notify Client of such deficiency, and Client shall have [***] after receipt of such notice to submit any missing Purchase Orders (or shortfall portions thereof). In the event that Client still fails to submit Purchase Orders to satisfy the Firm Commitment within such [***] 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 has placed Purchase Orders sufficient to satisfy the Firm Commitment and Catalent shall Process and deliver except to the extent Client’s failure to submit such quantity of Product as if Purchase Orders sufficient to satisfy the Firm Commitment had been placedis 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. 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 [***] business days in advance of the earliest Processing Date 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, 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, Client shall pay to Catalent an amount equal to [*] (the Unit Pricing for all Units that would have been Processed if “Firm Commitment Payment”). For clarity, payments made in accordance with this Section 4.5.B shall cure the applicable failure by Client has placed to place Purchase Orders sufficient to satisfy the Firm Commitment Commitment, in full, and Catalent shall Process and deliver have no further right to seek damages or terminate this Agreement as a result of such quantity of Product as if Purchase Orders sufficient to satisfy the Firm Commitment had been placedfailure. 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; provided, however, any payment pursuant to this except as expressly set forth in Section 4.5 shall be applied towards the Minimum Requirement4.1.