Firm Purchase Orders. All Purchase Orders are firm and non-cancelable upon issuance by End User. End User may not cancel any Purchase Order or portion thereof after issuance unless Vocera has failed timely to notify End User of acceptance in accordance with Section 2.2 below.
Firm Purchase Orders. Santarus shall submit to Patheon a firm, written purchase order (the "FIRM PURCHASE ORDER") for the purchase of Finished Product at least *** calendar days prior to the specified delivery date. Santarus shall submit Firm Purchase Orders on a monthly basis and acknowledges that quantities of Finished Product ordered in any single Firm Purchase Order will not be less than the Minimum Run Quantity. Each Firm Purchase Order shall specify the quantity or, if more than one shipment is requested, quantities of Finished Product ordered, the requested delivery date or dates, the delivery address(es) and any applicable shipping information (if different from that specified in Section 2.3). Patheon shall manufacture and supply the Finished Product in the quantities and by the delivery dates set forth in the applicable Firm Purchase Order, consistent with Patheon's Supply Commitment.
Firm Purchase Orders. DISTRIBUTOR shall place orders with the lead-time defined in ANNEX C and which are consistent with the forecasts for Product for the Territory provided by DISTRIBUTOR in accordance with ANNEX C (“Firm Orders”). Each order shall contain a valid purchase order number and shall be duly signed by DISTRIBUTOR. The terms and conditions of this Agreement shall apply to all orders placed by DISTRIBUTOR and shall override and supersede any different or additional terms or orders from, or any general conditions maintained by DISTRIBUTOR. All orders are subject to written acceptance by SUPPLIER and will not be binding on SUPPLIER until the order has been accepted in writing as set out in Section 6.3.
Firm Purchase Orders. (a) OraPharma will place firm purchase orders for full Batches on a monthly basis at least 90 days prior to the delivery date set forth in the purchase order. The firm purchase order will specify the number of Batches of Product to be shipped, requested delivery dates (which delivery dates will be no sooner than ninety (90) days after the date of the order), and the destination of each shipment. AAI will manufacture Product and satisfy any such firm purchase orders, provided that AAI will use its Diligent Efforts, but will not be obligated to, manufacture for delivery during any three-month period quantities of the Product in excess of [*] of the quantities of Product forecasted for such period, the ("Maximum Requirement").
(b) Firm purchase orders submitted pursuant to Article 3.03
(a) may be decreased or canceled by OraPharma upon written notice to AAI; provided, however, that OraPharma shall pay AAI, within 30 days after AAI's invoice, with respect to the decreased or canceled order, the full amount (to the date of the decrease or cancellation) of any AAI costs incurred in accordance with this Agreement to the date of decrease or cancellation (including work in process) and commitments made by AAI with respect to the canceled order or decreased portion of the order which are not (or to the extent they are not) cancelable, but in no case in excess of the purchase price for such canceled or decreased portions of the order; provided, further, that amounts invoiced under this Article 3.03 (b) shall be credited to OraPharma for purposes of any invoice under Article 3.02 to the extent that the reduction or cancellation of a ___________________________ * Confidential Treatment Requested firm purchase order causes OraPharma to fail to meet a Minimum Requirement. If any material or work in process included in such decreased or canceled order is subsequently utilized by AAI (and AAI shall use its Diligent Efforts to use any such material and work in process), OraPharma shall receive an appropriate credit or refund within thirty (30) days after such use. AAI shall use Diligent Efforts to minimize payments required to be made by OraPharma under this Article 3.03(b).
(c) OraPharma agrees that the firm purchase orders placed by it, net of any decreases or cancellations of firm purchase orders in accordance with Article 3.03
Firm Purchase Orders. (a) Delivery of POs. Recro will submit purchase orders (each, a “Firm PO”) for the Requirements to Alkermes at least [***] days prior to the requested delivery date. The details of a Firm PO will be consistent with the amount of BC Parenteral Meloxicam forecast for the Firm Zone . Alkermes shall have no obligation to supply BC Parenteral Meloxicam to Recro to the extent that the Firm PO does not conform to the provisions of this Section 4.3.
Firm Purchase Orders. Not later than [**] prior to the beginning of [**], GSK shall provide Antigenics MA with a firm purchase order for the quantity of QS-21 it intends to purchase hereunder during such [**]. Each firm purchase order shall specify the quantity of QS-21 to be ordered. Such firm purchase order commits GSK to purchase [**] percent [**] of the quantity of QS-21 set forth in the purchase order during that [**]. In the event that GSK does not comply with the foregoing provisions of this Section and delays ordering or does not submit a purchase order for a particular [**] in a given [**], then Antigenics MA may notify GSK and GSK shall have [**] to comply with its purchase order obligations (and Antigenics MA shall have an additional [**] to supply GSK beyond the period specified in Section 3.4(d) below). In case of GSK’s failure to do so, Antigenics MA retains the right to deliver to, and charge GSK for, QS-21 in such [**] in the amount equal to [**], where A equals the [**] for the applicable [**], B equals the [**], and C equals the number of [**] (including the [**] at issue).
Firm Purchase Orders. EKR will place firm purchase orders for Product at least [***] ([***]) [***] prior to the beginning of the first calendar quarter during which EKR wishes to purchase Product, and such order shall state the quantity of Product that EKR wishes to purchase during each of the [***] within such [***]; and thereafter EKR shall place firm orders on an [***] basis at least [***] ([***]) [***] in advance. Firm purchase orders will be placed in increments of no less than the minimum number of units of Product specified in Exhibit E, or such other number of units as then corresponds to the filling production lot sizes for Products and shall provide for delivery of the Product at least [***] ([***]) [***] following Xxxxxx’x receipt of each firm purchase order. If Baxter is unable to meet the requested delivery date, then within [***] ([***]) [***] after Xxxxxx’x receipt of the firm order, Baxter shall notify EKR in writing of a proposed alternate delivery date that is within [***] ([***]) [***] of the requested delivery date. In the event that EKR places a firm purchase order for an amount in excess of [***] percent ([***]%) of the Annual Purchase Obligation or requesting a delivery date less than [***] ([***]) [***] following Xxxxxx’x receipt, Baxter shall use commercially reasonable efforts to fill such order but Baxter shall have no liability for any failure to do so. At EKR’s discretion, for any Product delivered more than [***] ([***]) [***] after the specified delivery date in any such firm purchase order, (i) the Product’s price shall be reduced by [***]%, or (ii) EKR may reject such shipment, unless otherwise mutually agreed upon in writing by the Parties. Both Parties agree to work together to reduce lead-time for orders and deliveries. Firm purchase orders will be made on such form of documentation as Xxxxxx and EKR agree from time to time, provided that the terms and conditions of this Agreement will be controlling over any terms and conditions included in any purchase order form used in ordering Product. Any term or condition of such purchase order firm that is in addition to, different from or contrary to the terms and conditions of this Agreement will be void, unless the Parties otherwise agree by a separate written agreement.
Firm Purchase Orders. Sandoz shall order Products by way of firm purchase orders corresponding with the [***] binding part of the forecast (“Firm Purchase Order”), provided, however, that (a) Firm Purchase Orders shall not be made in any other form of document unless the Parties agree in writing, (b) all Firm Purchase Orders shall be non-cancellable by Sandoz provided, however, that KLOX or the Manufacturer shall be entitled to reject any Firm Purchase Order or portion thereof if (i) the quantities ordered do not materially comply with the provisions of this Section 5.6, (ii) if Sandoz is in default of any of its obligations under this Agreement, or (iii) the quantities ordered exceed the forecast provided, (c) Sandoz shall notify KLOX in writing of its desired shipment date(s) for the quantities of Products set forth in each such Firm Purchase Order, such notification to be delivered to KLOX at least [***] in advance of each such specified shipment date, and (d) each Firm Purchase Order shall be for at least the minimum order quantity for each respective Product ordered as shall be agreed between the Parties. “[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933, as amended”
Firm Purchase Orders. All orders for Designated Inrange Products placed by Purchaser hereunder shall be evidenced by the Purchaser's firm purchase order and shall be subject to all of the provisions set forth in this Agreement. By placing each order, the Purchaser confirms its agreement with and acceptance of all such terms and conditions. In the event of any discrepancy between the provisions set forth herein, on the one hand, and any purchase order, order confirmation, * Confidential treatment requested with respect to this information.
Firm Purchase Orders. Firm purchase orders shall be placed with a lead-time of [***] calendar months. ANNEX D Business Plan - Minimum Annual Purchase Quantities 2023 Quantity 2024 Quantity 2025 Quantity SwedenNorwayFinlandDenmark [***] [***] [***] The United Kingdom [***] [***] [***] BelgiumThe Netherlands [***] [***] [***] In the event of significant changes in the market and such changes are likely to have an impact on or does actually affect the sales of the Products in the Territory, including but not limited to significant changes to trends in travel or competing products (including parallel imports) entering the relevant market in the Territory, the Parties agree to discuss in good faith commercially viable adjustments to the Minimum Annual Purchase Quantities for the relevant calendar year(s) reflecting such changes. In case of supply issues the Minimum Annual Purchase Quantities will be adapted by mutual agreement. Confidential 48 (70) 6919212 v3 ANNEX E QUALITY AGREEMENT The Parties to this Distribution Agreement agree that the Quality Agreement between VBI Vaccines B.V. And Valneva Austria GmbH, Valneva UK Ltd., Valneva Sweden AB and Valneva France SAS shall be incorporated herein by reference hereto and shall apply to the present Distribution Agreement accordingly. ANNEX F Wholesale License(s) Confidential 50 ANNEX G Pharmacovigilance Agreement The Parties to this Distribution Agreement agree that the Pharmacovigilance Agreement between VBI Vaccines B.V. And Valneva Austria GmbH Is incorporated herein by reference hereto and shall apply to the present Distribution Agreement accordingly.
