Common use of Forecasts and Orders Clause in Contracts

Forecasts and Orders. 2.2.1 On the Effective Date of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the remainder of the current calendar year (the “Initial Annual Forecast”). Not later than November 30 of each calendar year during the Term of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the next subsequent calendar year (each, an “Annual Forecast”). The Annual Forecast shall be used to establish the per unit and per kilogram pricing for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006, the per kilogram pricing to be used, subject to the year-end adjustment pursuant to Section 2.3.1, shall be * per kilogram, notwithstanding the Initial Annual Forecast. In addition to the foregoing, one (1) month before the commencement of each calendar quarter during the Term of this Agreement, PURCHASER shall provide SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Martek Product for each of the succeeding four (4) quarters, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith, best estimate of requirements and should not be considered a firm commitment. 2.2.2 PURCHASER expressly acknowledges that available supplies of the Martek Product have been in the past, and, may from time to time in the future, be insufficient to meet current demand. Nevertheless, SELLER shall use commercially reasonable efforts to have available for shipment to PURCHASER or to a Designee for PURCHASER’s account such quantities of the Martek Product as PURCHASER forecasts in good faith pursuant to Section 2.2.1 above and any additional quantities which PURCHASER may reasonably request. In case for any reason SELLER cannot or does not supply such quantities of the Martek Products as are forecasted in good faith by PURCHASER pursuant to Section 2.2.1 to PURCHASER, PURCHASER shall be allowed to use an alternative supplier for quantities of Omega-3 and Omega-6 long-chain polyunsaturated fatty acids equal to those quantities of Martek Products that were ordered by PURCHASER pursuant to a Purchase Order and not delivered by SELLER. 2.2.3 PURCHASER shall issue and/or shall direct the Designee(s) to issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days in advance of the date on which PURCHASER or the Designee requests that SELLER ship the Martek Product. SELLER shall accept or reject any such Purchase Order within five (5) business days of receipt, provided that SELLER shall not reject any Purchase Order for any quantities within the most recent forecast. 2.2.4 Purchase Orders which have been accepted by SELLER shall be considered as firm and binding orders (subject to the provisions of Section 2.2.2 above) and shall only be canceled or amended by mutual written agreement of the parties. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Forecasts and Orders. 2.2.1 On 7.7.1. Not less than [*] prior to the Effective Date first day of this Agreementeach Calendar Quarter (commencing with the first Calendar Quarter in which IMMEDICA orders Product from the LICENSOR hereunder), PURCHASER IMMEDICA shall give SELLER prepare and provide the LICENSOR with a written notice forecast of the quantity of Martek Product which PURCHASER estimates in its good faith that it will order or direct the Designee(s) to order from SELLER during the remainder estimated requirements for Product for each of the current calendar year [*] (the each a “Initial Annual Forecast”). Not later than November 30 IMMEDICA shall not increase or decrease the quantity estimated for [*] of each calendar year during Forecast from the quantity estimated for such periods in the previous Forecast. The quantities estimated for all subsequent Calendar Quarters of each Forecast shall be non-binding, and for planning purposes only. By way of example, if IMMEDICA issues a forecast on [*], [*] shall be binding on the Parties and the forecasts for [*] shall not be binding on the Parties. In addition, IMMEDICA will provide on a country-by-country basis its good faith estimated number of patients to be treated in the Forecast for the purposes of LICENSOR providing dosimetric doses of the Product. LICENSOR will supply dosimetric doses based on such Forecast of the Product in a manner it reasonably believes most efficient, provided however, it will ensure that dosimetric doses are supplied to all identified patients in accordance with the terms of this Agreement. Therapeutic doses of the Product will be supplied on a per patient basis pursuant to the terms of this Agreement. 7.7.2. The LICENSOR shall be required to supply the quantity of Product ordered by IMMEDICA under this Section 7.7 in any Calendar Quarter up to the quantity forecasted for the [*] of the most recent Forecast in a manner that is reasonably practical given the nature of the Product. If IMMEDICA’s orders in any Calendar Quarter exceed the quantity forecasted for the [*] of the most recent Forecast, the LICENSOR shall use commercially reasonable efforts to supply such excess. The LICENSOR shall use commercially reasonable efforts to meet IMMEDICA’s delivery requirements specified in accordance with Section 7.7.3. In the event of a shortfall, the LICENSOR shall promptly inform IMMEDICA and use Commercially Reasonable Efforts to apportion Product among IMMEDICA, the LICENSOR, and its other customers on a [*] according to their respective forecasts for the relevant period provided always that such forecasts were proposed in good faith. The LICENSOR shall not give priority of supply to its requirements or its licensees requirements for the Product outside the Territory. 7.7.3. IMMEDICA shall make all purchases under this Section 7.7 by submitting firm purchase orders to the LICENSOR. On a [*] basis, IMMEDICA shall submit such purchase order in writing in a form reasonably acceptable to the LICENSOR, and shall specify the quantity of Product ordered, the place of delivery and the required delivery date therefor, which shall not be less than [*] from after the date of such purchase order. On a continual basis, IMMEDICA shall inform LICENSOR as soon as practical of identified potential patient and when a dosimetric dose of Product has been administered. Except as otherwise expressly provided in this Agreement, the LICENSOR shall be paid for its supply of the Product via the royalty paid by IMMEDICA under Section 6.1.3. 7.7.4. During the Term of this Agreement, PURCHASER shall give SELLER written notice to the extent that IMMEDICA orders a quantity of Product that is less than the quantity specified in the binding [*] of the quantity Forecasts provided under Section 7.7.1, IMMEDICA shall refund LICENSOR’s wasted out-of Martek pocket costs of buying iodine 131 and/or reserving non- cancellable manufacturing slots to manufacture Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the next subsequent calendar year (each, an “Annual Forecast”). The Annual Forecast shall be used to establish the per unit and per kilogram pricing for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006, the per kilogram pricing to be usedwas not subsequently ordered, subject to the year-end adjustment pursuant to Section 2.3.1, shall be * per kilogram, notwithstanding the Initial Annual Forecast. In addition provision by LICENSOR of appropoirate evidence of such costs and to the foregoing, one (1) month before the commencement of each calendar quarter during the Term of this Agreement, PURCHASER shall provide SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Martek Product for each of the succeeding four (4) quarters, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith, best estimate of requirements and should extent that such iodine 131 or such manufacturing slots cannot be considered a firm commitmentreused or cancelled by LICENSOR. 2.2.2 PURCHASER expressly acknowledges that available supplies of the Martek Product have been in the past, and, may from time to time in the future, be insufficient to meet current demand. Nevertheless, SELLER shall use commercially reasonable efforts to have available for shipment to PURCHASER or to a Designee for PURCHASER’s account such quantities of the Martek Product as PURCHASER forecasts in good faith pursuant to Section 2.2.1 above and any additional quantities which PURCHASER may reasonably request. In case for any reason SELLER cannot or does not supply such quantities of the Martek Products as are forecasted in good faith by PURCHASER pursuant to Section 2.2.1 to PURCHASER, PURCHASER shall be allowed to use an alternative supplier for quantities of Omega-3 and Omega-6 long-chain polyunsaturated fatty acids equal to those quantities of Martek Products that were ordered by PURCHASER pursuant to a Purchase Order and not delivered by SELLER. 2.2.3 PURCHASER shall issue and/or shall direct the Designee(s) to issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days in advance of the date on which PURCHASER or the Designee requests that SELLER ship the Martek Product. SELLER shall accept or reject any such Purchase Order within five (5) business days of receipt, provided that SELLER shall not reject any Purchase Order for any quantities within the most recent forecast. 2.2.4 Purchase Orders which have been accepted by SELLER shall be considered as firm and binding orders (subject to the provisions of Section 2.2.2 above) and shall only be canceled or amended by mutual written agreement of the parties. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Forecasts and Orders. 2.2.1 On 3.1 No later than 180 days prior to the Effective Date of this AgreementManufacturing Commencement Date, PURCHASER NCH shall give SELLER provide to Supplier a written notice forecast of the quantity quantities of Martek Product which PURCHASER estimates in good faith Licensed Products that it will order or direct the Designee(s) to order NCH anticipates ordering from SELLER Supplier during the remainder twelve (12) month period commencing on the Manufacturing Commencement Date, and thereafter, in order to assist Supplier in planning production, NCH shall update such forecast with a twelve (12) month rolling forecast of the current calendar year (the “Initial Annual Forecast”)quantities of Licensed Products required by NCH, by month. Not later than November 30 of each calendar year during the Term of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith It is understood that it will order or direct the Designee(s) to order from SELLER during the next subsequent calendar year (each, an “Annual Forecast”). The Annual Forecast shall be used to establish the per unit and per kilogram pricing for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006, the per kilogram pricing such forecasts are intended to be usedestimates only, subject to the year-end adjustment pursuant to Section 2.3.1, and shall not be * per kilogram, notwithstanding the Initial Annual Forecastbinding upon NCH. In addition to Notwithstanding the foregoing, NCH shall be bound to purchase from Supplier one hundred percent (1100%) of those quantities of Licensed Products set forth in each such forecast as being NCH's requirements of Licensed Products for the first three (3) months of each twelve (12) month before period. NCH shall communicate any changes to its forecasts as soon as the commencement of each calendar quarter during the Term of this Agreement, PURCHASER shall provide SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Martek Product for each of the succeeding four (4) quarters, specifying quantities and requested delivery dateschanges are known by NCH. These forecasts will be PURCHASER’s good-faith, best estimate of requirements and should not be considered a firm commitment. 2.2.2 PURCHASER expressly acknowledges that available supplies of the Martek Product have been in the past, and, may from time to time in the future, be insufficient to meet current demand. Nevertheless, SELLER NCH shall use commercially reasonable efforts to ensure the accuracy of its forecasts. Supplier shall, no later than ten (10) business days after receipt of each such forecast, notify NCH in writing of any prospective problems of which it is aware that might prevent it from meeting NCH's forecasted order quantities or estimated delivery dates. Unless Supplier so informs NCH that it would have available for shipment problems in meeting NCH's forecasted requirements, Supplier shall be obligated to PURCHASER or use commercially reasonable efforts to a Designee for PURCHASER’s account such quantities of the Martek Product as PURCHASER forecasts in good faith deliver during any calendar year, pursuant to purchase orders provided under Section 2.2.1 above and any additional quantities which PURCHASER may reasonably request3.2 of this Agreement, up to one hundred twenty percent (120%) of NCH's forecasted purchases for that calendar year. In case Supplier shall further use commercially reasonable efforts to comply with orders for any reason SELLER cannot or does not supply Licensed Products in excess of such quantities of the Martek Products as are forecasted in good faith by PURCHASER pursuant to Section 2.2.1 to PURCHASER, PURCHASER shall be allowed to use an alternative supplier for quantities of Omega-3 and Omega-6 long-chain polyunsaturated fatty acids equal to those quantities of Martek Products that were ordered by PURCHASER pursuant to a Purchase Order and not delivered by SELLERone hundred twenty percent (120%) amount. 2.2.3 PURCHASER shall issue and/or shall direct the Designee(s3.2 At least four (4) weeks prior to issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days in advance of the date on which PURCHASER or NCH desires to have Product delivered, NCH shall furnish to Supplier a binding purchase order for the Designee requests that SELLER ship the Martek Productquantity of Licensed Products which NCH shall purchase and Supplier shall deliver, which orders shall be consistent with its forecasts. SELLER shall accept or reject any such Purchase Order Supplier shall, within five (5) business days after its receipt of receiptsuch purchase order, provided acknowledge such receipt and confirm that SELLER the order can be supplied. Should Supplier fail to do so, then the purchase order shall not reject any Purchase Order for any quantities within the most recent forecast. 2.2.4 Purchase Orders which be deemed to have been accepted by SELLER Supplier. Each such purchase order shall designate the quantity of Licensed Products ordered and the date by which Supplier must deliver the Licensed Products to NCH. 3.3 Supplier shall use commercially reasonable efforts to accommodate any NCH requests for Licensed Products in excess of the quantities described in any previously-submitted purchase order, or for delivery of Licensed Product sooner than that allowed pursuant to this Article 3. Should NCH's business conditions necessitate reduction or delay in purchase order requirements, then Supplier shall use its commercially reasonable efforts to implement such requested changes. Notwithstanding the foregoing, Supplier shall not take any action in response to any such requests which would result in charges to NCH in addition to those set forth in the respective purchase order without NCH's prior written consent. 3.4 If for any reason Supplier experiences any shortage of any input used by Supplier in manufacturing the Licensed Products, including without limitation, Raw Materials, labor and plant capacity (each an "Input"), and is therefore unable to supply NCH with the full quantity of Licensed Products ordered by it and accepted by Supplier by the date set forth in the purchase order, then NCH shall be considered as firm and binding orders (subject entitled to the provisions of Section 2.2.2 above) and shall only be canceled or amended by mutual written agreement same proportionate quantity of the parties. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONInput as the quantity of the Input used by Supplier in manufacturing Licensed Products for NCH in the twelve (12) months preceding the shortage bears to the total quantity of the Input used by Supplier in manufacturing products for all its customers, during such period. 3.5 NCH shall be liable for obsolescence of Raw Materials resulting from NCH switching to an alternate supplier pursuant to Section 2.4.

Forecasts and Orders. 2.2.1 On 2.1 LD shall provide Xxxx with a twelve (12) month forecast estimating the Effective Date number of Products, according to LD's market projections, that LD anticipates it shall purchase from Xxxx during the upcoming twelve (12) month period. LD shall thereafter update the rolling forecast on a monthly basis for the then-upcoming twelve-month period ("Current Rolling Forecast"). Xxxx shall use the Current Rolling Forecast to procure materials and plan manufacturing capacity. LD shall purchase 100% of the Product requirements, and Xxxx agrees to use all reasonable efforts to ship I 00% of the Product requirements, indicated in the first two (2) months of any then Current Rolling Forecast. For the second two (2) months of any then Current Rolling Forecast, LD shall commit to purchase a minimum of 70%, and Xxxx shall commit to use all reasonable efforts to supply up to a maximum 130%, of the forecasted amount of Product. For the third two (2) months of any then Current Rolling Forecast, LD shall commit to purchase a minimum of 50%, and Xxxx shall commit to use all reasonable efforts to supply up to a maximum 150%, of the forecasted amount of Product. The final six (6) months of any then Current Rolling Forecast shall be for planning purposes only. Purchase Orders spelling out specific quantities, delivery dates and destinations shall be issued in accordance with this Agreement, PURCHASER and shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the remainder of the current calendar year (the “Initial Annual Forecast”). Not later than November 30 of each calendar year during the Term be incorporated into, and be a material part of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the next subsequent calendar year (each, an “Annual Forecast”). The Annual Forecast shall be used to establish the per unit Agreement All delivery schedules are by mutual agreement and per kilogram pricing for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006, the per kilogram pricing to be used, subject to the yearcapacity of available Tooling. Xxxx will notify LD of the Tooling capacity limitations. Long lead time components will be covered by a separate authorization-end adjustment pursuant to Section 2.3.1, shall be * per kilogram, notwithstanding the Initial Annual Forecast. In addition to the foregoing, one (1) month before the commencement of each calendar quarter during the Term to-buy from LD. 2.2 The terms of this AgreementAgreement shall govern orders for Products. Except as specifically provided in Section 2.1 above, PURCHASER pre-printed or other terms and conditions contained in LD's purchase orders shall provide SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Martek Product for each of the succeeding four (4) quarters, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith, best estimate of requirements and should not be considered a firm commitmentapply unless agreed by Xxxx in writing. 2.2.2 PURCHASER expressly acknowledges that available supplies of the Martek Product have been in the past, and, may from time 2.3 Xxxx agrees to time in the future, be insufficient to meet current demand. Nevertheless, SELLER shall use all commercially reasonable efforts to have available fill all Purchase Orders for shipment to PURCHASER or to a Designee for PURCHASER’s account such quantities of the Martek Product as PURCHASER forecasts in good faith pursuant to Section 2.2.1 above and any additional quantities which PURCHASER may reasonably request. In case for any reason SELLER cannot or does not supply such quantities of the Martek Products as are forecasted in good faith placed by PURCHASER pursuant to Section 2.2.1 to PURCHASERLD under this Agreement, PURCHASER shall be allowed to use an alternative supplier for quantities of Omega-3 and Omega-6 long-chain polyunsaturated fatty acids equal to those quantities of Martek Products that were ordered by PURCHASER pursuant to a Purchase Order and not delivered by SELLER. 2.2.3 PURCHASER shall issue and/or shall direct the Designee(s) to issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days in advance of the date on which PURCHASER or the Designee requests that SELLER ship the Martek Product. SELLER shall accept or reject any such Purchase Order within five (5) business days of receipt, provided that SELLER shall not reject any Purchase Order for any quantities if within the most recent forecast. 2.2.4 Purchase Orders which have been accepted Current Rolling Forecast and purchase order lead time as agreed upon by SELLER shall be considered as firm and binding orders (subject to the provisions of Section 2.2.2 above) and shall only be canceled or amended by mutual written agreement of the parties. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION., and to notify LD within five

Forecasts and Orders. 2.2.1 On (a) Prior to the Effective Date beginning of each calendar month during the term of this Agreement, PURCHASER Haemacure shall give SELLER written notice Immuno a forecast of the quantity orders of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) Haemacure expects to order from SELLER place with Immuno during the remainder each of the current calendar year next 12 months, using the scheduling system employed by Immuno. The forecast for the next six months shall constitute firm orders. If the orders vary from the previous forecasts for the six months by more than 10%, Immuno shall use reasonable efforts to fill such orders but shall not be obligated to fill any orders in excess of 10% of the forecasted amount. The forecast for the first 12 month period beginning on the date of Immuno FDA Approval shall be delivered to Immuno by Haemacure within 30 days after the date of this Agreement. (b) Subject to the “Initial Annual Forecast”)provisions of Sections 3(d) and 10 below, Immuno agrees to supply Product pursuant to Haemacure's written orders. Not later than November 30 Orders shall specify quantities ordered, delivery dates, and delivery and shipping instructions. The obligations and rights of each calendar year during the Term parties shall be governed by the terms and conditions of this Agreement, PURCHASER shall give SELLER written notice and none of the quantity of Martek Product which PURCHASER estimates general terms set forth on any such purchase order form used by Haemacure or any purchase order acknowledgment form used by Immuno shall be applicable, to the extent inconsistent with the terms hereof. (c) The parties shall cooperate in good faith that it will order or direct the Designee(s) to order from SELLER during the next subsequent calendar year (eachin providing other, an “Annual Forecast”). The Annual Forecast longer range forecasts which shall be used to establish the per unit and per kilogram pricing useful in budget planning for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006, the per kilogram pricing to be used, subject to the year-end adjustment pursuant to Section 2.3.1, shall be * per kilogram, notwithstanding the Initial Annual Forecast. In addition to the foregoing, one (1) month before the commencement of each calendar quarter during the Term of this Agreement, PURCHASER shall provide SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Martek Product for each of the succeeding four (4) quarters, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith, best estimate of requirements and should not be considered a firm commitmentparties. 2.2.2 PURCHASER expressly acknowledges that available supplies of the Martek Product have been in the past, and, may from time to time in the future, be insufficient to meet current demand. Nevertheless, SELLER shall (d) The parties will use all commercially reasonable efforts to have available for shipment allocate Product fairly and equitably to PURCHASER or to a Designee for PURCHASER’s account such quantities Haemacure, based on the relative potential sales of Tisseel and Tisseel-derived products by Immuno inside and outside the Martek Territory and of Product as PURCHASER forecasts by Haemacure in good faith pursuant to Section 2.2.1 above and any additional quantities which PURCHASER may reasonably request. In case for any reason SELLER cannot or does not supply such quantities of the Martek Products as are forecasted in good faith by PURCHASER pursuant to Section 2.2.1 to PURCHASER, PURCHASER shall be allowed to use an alternative supplier for quantities of Omega-3 and Omega-6 long-chain polyunsaturated fatty acids equal to those quantities of Martek Products that were ordered by PURCHASER pursuant to a Purchase Order and not delivered by SELLER. 2.2.3 PURCHASER shall issue and/or shall direct the Designee(s) to issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days in advance of the date on which PURCHASER or the Designee requests that SELLER ship the Martek Product. SELLER shall accept or reject any such Purchase Order within five (5) business days of receiptTerritory, provided that SELLER shall not reject any Purchase Order for any quantities within the most recent forecast. 2.2.4 Purchase Orders which have been accepted by SELLER Haemacure shall be considered as firm and binding orders (subject allocated the lesser of 50% of the Product so allocated to the provisions of Section 2.2.2 above) and shall only be canceled Territory or amended by mutual written agreement of the parties. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONits firm orders.

Forecasts and Orders. 2.2.1 On the Effective Date of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the remainder of the current calendar year (the “Initial Annual Forecast”). Not later than November 30 of each calendar year during the Term of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. order from SELLER during the next subsequent calendar year (each, an “Annual Forecast”). The Annual Forecast shall be used to establish the per unit and per kilogram pricing for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006, the per kilogram pricing to be used, subject to the year-end adjustment pursuant to Section 2.3.1, shall be * per kilogram, notwithstanding the Initial Annual Forecast. In addition to the foregoing, one (1) month before the commencement of each calendar quarter during the Term of this Agreement, PURCHASER shall provide SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Martek Product for each of the succeeding four (4) quarters, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith, best estimate of requirements and should not be considered a firm commitment. 2.2.2 PURCHASER expressly acknowledges that available supplies of the Martek Product have been in the past, and, may from time to time in the future, be insufficient to meet current demand. Nevertheless, SELLER shall use commercially reasonable efforts to have available for shipment to PURCHASER or to a Designee for PURCHASER’s account such quantities of the Martek Product as PURCHASER forecasts in good faith pursuant to Section 2.2.1 above and any additional quantities which PURCHASER may reasonably request. In case for any reason SELLER cannot or does not supply such quantities of the Martek Products as are forecasted in good faith by PURCHASER pursuant to Section 2.2.1 to PURCHASER, PURCHASER shall be allowed to use an alternative supplier for quantities of Omega-3 and Omega-6 long-chain polyunsaturated fatty acids equal to those quantities of Martek Products that were ordered by PURCHASER pursuant to a Purchase Order and not delivered by SELLER. 2.2.3 PURCHASER shall issue and/or shall direct the Designee(s) to issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days in advance of the date on which PURCHASER or the Designee requests that SELLER ship the Martek Product. SELLER shall accept or reject any such Purchase Order within five (5) business days of receipt, provided that SELLER shall not reject any Purchase Order for any quantities within the most recent forecast. 2.2.4 Purchase Orders which have been accepted by SELLER shall be considered as firm and binding orders (subject to the provisions of Section 2.2.2 above) and shall only be canceled or amended by mutual written agreement of the parties. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Forecasts and Orders. 2.2.1 On 2.1 LD shall provide Mxxx with a twelve (12) month forecast estimating the Effective Date number of Products, according to LD's market projections, that LD anticipates it shall purchase from Mxxx during the upcoming twelve (12) month period. LD shall thereafter update the rolling forecast on a monthly basis for the then-upcoming twelve-month period ("Current Rolling Forecast"). Mxxx shall use the Current Rolling Forecast to procure materials and plan manufacturing capacity. LD shall purchase 100% of the Product requirements, and Mxxx agrees to use all reasonable efforts to ship I 00% of the Product requirements, indicated in the first two (2) months of any then Current Rolling Forecast. For the second two (2) months of any then Current Rolling Forecast, LD shall commit to purchase a minimum of 70%, and Mxxx shall commit to use all reasonable efforts to supply up to a maximum 130%, of the forecasted amount of Product. For the third two (2) months of any then Current Rolling Forecast, LD shall commit to purchase a minimum of 50%, and Mxxx shall commit to use all reasonable efforts to supply up to a maximum 150%, of the forecasted amount of Product. The final six (6) months of any then Current Rolling Forecast shall be for planning purposes only. Purchase Orders spelling out specific quantities, delivery dates and destinations shall be issued in accordance with this Agreement, PURCHASER and shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the remainder of the current calendar year (the “Initial Annual Forecast”). Not later than November 30 of each calendar year during the Term be incorporated into, and be a material part of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the next subsequent calendar year (each, an “Annual Forecast”). The Annual Forecast shall be used to establish the per unit Agreement All delivery schedules are by mutual agreement and per kilogram pricing for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006, the per kilogram pricing to be used, subject to the yearcapacity of available Tooling. Mxxx will notify LD of the Tooling capacity limitations. Long lead time components will be covered by a separate authorization-end adjustment pursuant to Section 2.3.1, shall be * per kilogram, notwithstanding the Initial Annual Forecast. In addition to the foregoing, one (1) month before the commencement of each calendar quarter during the Term to-buy from LD. 2.2 The terms of this AgreementAgreement shall govern orders for Products. Except as specifically provided in Section 2.1 above, PURCHASER pre-printed or other terms and conditions contained in LD's purchase orders shall provide SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Martek Product for each of the succeeding four (4) quarters, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith, best estimate of requirements and should not be considered a firm commitmentapply unless agreed by Mxxx in writing. 2.2.2 PURCHASER expressly acknowledges that available supplies of the Martek Product have been in the past, and, may from time 2.3 Mxxx agrees to time in the future, be insufficient to meet current demand. Nevertheless, SELLER shall use all commercially reasonable efforts to have available fill all Purchase Orders for shipment to PURCHASER or to a Designee for PURCHASER’s account such quantities of the Martek Product as PURCHASER forecasts in good faith pursuant to Section 2.2.1 above and any additional quantities which PURCHASER may reasonably request. In case for any reason SELLER cannot or does not supply such quantities of the Martek Products as are forecasted in good faith placed by PURCHASER pursuant to Section 2.2.1 to PURCHASERLD under this Agreement, PURCHASER shall be allowed to use an alternative supplier for quantities of Omega-3 and Omega-6 long-chain polyunsaturated fatty acids equal to those quantities of Martek Products that were ordered by PURCHASER pursuant to a Purchase Order and not delivered by SELLER. 2.2.3 PURCHASER shall issue and/or shall direct the Designee(s) to issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days in advance of the date on which PURCHASER or the Designee requests that SELLER ship the Martek Product. SELLER shall accept or reject any such Purchase Order within five (5) business days of receipt, provided that SELLER shall not reject any Purchase Order for any quantities if within the most recent forecast. 2.2.4 Purchase Orders which have been accepted Current Rolling Forecast and purchase order lead time as agreed upon by SELLER shall be considered as firm and binding orders (subject to the provisions of Section 2.2.2 above) and shall only be canceled or amended by mutual written agreement of the parties. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION., and to notify LD within five

Forecasts and Orders. 2.2.1 On The initial forecast for the Products will be a 24-month non-binding forecast of demand for each Product after the Effective Date for capacity planning purposes, and is attached as Exhibit D. Purchaser shall submit to Seller a purchase order for the initial six (6) months of the initial forecast within five (5) days of the Start Date of this Agreement, PURCHASER shall give SELLER written notice of . Within five (5) days after the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the remainder of the current calendar year (the “Initial Annual Forecast”). Not later than November 30 of each calendar year during the Term of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the next subsequent calendar year (each, an “Annual Forecast”). The Annual Forecast shall be used to establish the per unit and per kilogram pricing for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006, the per kilogram pricing to be used, subject to the year-end adjustment pursuant to Section 2.3.1, shall be * per kilogram, notwithstanding the Initial Annual Forecast. In addition to the foregoing, one (1) month before the commencement beginning of each calendar quarter during the Term of this Agreement, PURCHASER Purchaser shall provide SELLER Seller with a written rolling forecast (a “Rolling Forecast”) of PURCHASERPurchaser’s expected requirements for the Martek Product Products during the following twelve (12) months. The first six (6) months of each such forecast shall be binding; and the amounts set forth for each of the succeeding four following two (42) quarterscalendar quarters shall constitute a non-binding, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith, best good faith estimate of the Product requirements of Purchaser for such period for planning purposes only. Seller shall be required to manufacture and should not be considered a firm commitment. 2.2.2 PURCHASER expressly acknowledges that available supplies of the Martek Product have been in the past, and, may from time deliver to time in the future, be insufficient to meet current demand. Nevertheless, SELLER shall use commercially reasonable efforts to have available for shipment to PURCHASER or to a Designee for PURCHASER’s account Purchaser such quantities of Products as Purchaser orders in any calendar quarter up to 125% of the Martek quantity forecast for such calendar quarter in the immediately preceding binding forecast. Seller shall use reasonable commercial efforts to manufacture, or have manufactured, and deliver to Purchaser any quantities of Product Purchaser orders in excess of 125% of the quantity forecasted for such calendar quarter, but shall be under no obligation to provide to Purchaser any quantities of Product which exceed 125% of the quantity forecasted for such calendar quarter. If Seller becomes aware of any circumstances that may cause Seller to default on its obligation to deliver such quantities of Product as PURCHASER Purchaser orders or to fail to supply quantities of Product in accordance with Purchaser’s forecasts for any calendar quarter, Seller shall give Purchaser prompt written notice describing such circumstances, together with a proposed course of action to remedy such failure. In the event of a significant change in market conditions, significant new competitive factors and/or new key customer demands, the parties agree to negotiate in good faith pursuant on appropriate changes to Section 2.2.1 above and any additional quantities which PURCHASER may reasonably request. In case for any reason SELLER cannot or does not supply such quantities of the Martek Products as are forecasted in good faith by PURCHASER pursuant to Section 2.2.1 to PURCHASER, PURCHASER shall be allowed to use an alternative supplier for quantities of Omega-3 and Omega-6 long-chain polyunsaturated fatty acids equal to those quantities of Martek Products that were ordered by PURCHASER pursuant to a Purchase Order and not delivered by SELLERforecasts. 2.2.3 PURCHASER shall issue and/or shall direct the Designee(s) to issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days in advance of the date on which PURCHASER or the Designee requests that SELLER ship the Martek Product. SELLER shall accept or reject any such Purchase Order within five (5) business days of receipt, provided that SELLER shall not reject any Purchase Order for any quantities within the most recent forecast. 2.2.4 Purchase Orders which have been accepted by SELLER shall be considered as firm and binding orders (subject to the provisions of Section 2.2.2 above) and shall only be canceled or amended by mutual written agreement of the parties. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Forecasts and Orders. 2.2.1 On (a) Buyer shall provide Seller with a consolidated, non-binding, 36-month rolling forecast of the Effective Date expected requirements for Collaboration Products in the Supply Territory of Buyer (and Affiliates and sublicensees and distributors). Months 13 - 36 of such forecast will be a quarterly estimate of the expected requirements. Months 4 - 9 will be a monthly estimate of the expected requirements. The first three months of any forecast shall be a binding purchase order for Collaboration Products, which shall be placed in writing at least 90 days prior to the desired date of delivery. The Parties acknowledge that Buyer is not obligated to buy any specific amount of Products under this Agreement, PURCHASER except for the quantities which Buyer shall give SELLER written notice actually order through binding purchase orders. Seller will use reasonable efforts to supply any quantities of Collaboration Product ordered in excess of the quantity of Martek Product which PURCHASER estimates amounts stated in good faith that it will order or direct the Designee(s) to order from SELLER during binding purchase orders derived through the remainder of the current calendar year (the “Initial Annual Forecast”)rolling forecast. Not later than November 30 of each calendar year during the Term of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the next subsequent calendar year (each, an “Annual Forecast”). The Annual Forecast shall be used to establish the per unit and per kilogram pricing for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006, the per kilogram pricing to be used, subject to the year-end adjustment pursuant to Section 2.3.1, shall be * per kilogram, notwithstanding the Initial Annual Forecast. In addition to Notwithstanding the foregoing, one (1) month before the commencement if Buyer places a binding purchase order for quantities of each calendar quarter during the Term of this Agreement, PURCHASER shall provide SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Martek Collaboration Product for each greater than 150% of the succeeding four (4) quarters, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith, best estimate of requirements and should not be considered a firm commitment. 2.2.2 PURCHASER expressly acknowledges that available supplies amount previously estimated in months 4 - 6 of the Martek Product have been in rolling forecast estimates (the past"estimated amount"), and, may from time then Seller shall supply that amount equal to time in 150% of the future, be insufficient to meet current demand. Nevertheless, SELLER estimated amount and shall use commercially reasonable efforts to have available for shipment to PURCHASER or to a Designee for PURCHASER’s account such quantities supply that amount exceeding 150% of the Martek Product as PURCHASER forecasts in good faith estimated amount and any failure to supply such excess amount shall not be a default under this Agreement. (b) Buyer shall place binding purchase orders for Collaboration Products with accompanying schedules of delivery from time to time pursuant to Section 2.2.1 above this Agreement. ACT shall deliver such binding purchase orders +/- 10 business days from the specified delivery date and +/- 4% of the ordered quantity specified in the binding purchase order. (c) To the extent of any conflict or inconsistency between this Agreement and any additional quantities which PURCHASER may reasonably request. In case for purchase order, purchase order release, confirmation, acceptance or any reason SELLER cannot or does not supply such quantities similar document, the terms of the Martek Products as are forecasted in good faith by PURCHASER pursuant to Section 2.2.1 to PURCHASER, PURCHASER this Agreement shall be allowed to use an alternative supplier for quantities of Omega-3 and Omega-6 long-chain polyunsaturated fatty acids equal to those quantities of Martek Products that were ordered by PURCHASER pursuant to a Purchase Order and not delivered by SELLERgovern. 2.2.3 PURCHASER shall issue and/or shall direct the Designee(s) to issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days in advance of the date on which PURCHASER or the Designee requests that SELLER ship the Martek Product. SELLER shall accept or reject any such Purchase Order within five (5) business days of receipt, provided that SELLER shall not reject any Purchase Order for any quantities within the most recent forecast. 2.2.4 Purchase Orders which have been accepted by SELLER shall be considered as firm and binding orders (subject to the provisions of Section 2.2.2 above) and shall only be canceled or amended by mutual written agreement of the parties. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Forecasts and Orders. 2.2.1 On 4.1. No later than 30th November in each Contract Year (or such other date requested by the Effective Date Company), the Distributors shall inform the Company in writing of their forecast of the number of each type of the Product (for the avoidance of doubt for Kits, OI Accessories, Consumables, and, as applicable, New Products and Replacement Kits) which it expects to order from the Company for delivery during the ensuing Contract Year (or such other date requested by the Company). The Distributor must inform the Company promptly if their forecasted requirements change as set out in 3.1.9. The Distributors will on or before the first day of each Quarter give the Company a written rolling forecast of Distributors’ requirements for Products and Consumables for the next twelve months. The quantities identified for the first quarter of each such forecast shall be accompanied by non-cancellable firm orders for such quantities and in the absence of accompanying firm orders, the forecast itself shall constitute a firm order of such quantities for that quarter; the quantities for the following nine months shall be a good faith estimate of Distributors’ requirements for such period. No term included in any firm order that is in any way inconsistent with the terms and provisions of this Agreement, PURCHASER including without limitation the Conditions of Sale, shall give SELLER written notice have any force or effect and the terms and provisions of this Agreement shall prevail. The Distributors shall collectively submit only one forecast for each quarter by the Distributors (and for avoidance of doubt, each Distributor shall not submit individual forecasts). Likewise, any change of forecast under Clause 3.1.9 shall only be submitted collectively by the Distributors. Notwithstanding the foregoing, in the event the Company receives more than one forecast from the Distributors for any period, it may elect, in its sole discretion, to treat the multiple forecasts as an aggregate firm order for the first quarter of the forecast and, in that event, the Distributors shall be liable to accept and pay for the aggregate quantity of Martek Product which PURCHASER estimates contained in good faith that it will order or direct the Designee(sforecasts for such quarter. 4.2. The Distributor shall submit all orders for Kits and Consumables in writing to the Company as set out in 4.1 above. 4.3. Subject to clauses 3.1.9, 4.1 and 4.2, the Company undertakes to use reasonable endeavours to meet all firm orders for the Kits, OI Accessories, and Consumables placed by the Distributor in writing (including by fax) to order from SELLER during the remainder extent that the orders do not exceed the original quarterly forecast for such quarter provided under clause 4.1 and the Distributor agrees to purchase the Kits, OI Accessories, and Consumables for its own account for resale pursuant to this Agreement. In the event of a force majeure event, as further described in Clause 15.3 hereof, the Company may allocate to the Distributors an equitable portion of the current calendar year (Kits, OI Accessories, and, as applicable, the “Initial Annual Forecast”)Other Products it has available for delivery and the Distributors agree to accept such a reduced, equitable allocation under such circumstances. Not later than November 30 For the avoidance of each calendar year during doubt the Term Distributor may purchase Consumables locally subject to clause 4.5 of this Agreementagreement. 4.4. The Distributors shall place orders with the Company in each Contract Year that meet or exceed the Minimum Quantities for that Contract Year. 4.5. If Distributors do not order Consumables from the Company for use with Kits and/or New Products, PURCHASER they shall give SELLER supply to their customers (for use with the Kits and/or New Products) only those substitute consumables which the Company has validated for use with Kits and/or New Products (a list of which the Company will supply promptly after receiving a written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the next subsequent calendar year (each, an “Annual Forecast”request therefor). The Annual Forecast Distributors shall be used to establish responsible for confirming the per unit and per kilogram pricing for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006, the per kilogram pricing to be used, subject to the year-end adjustment pursuant to Section 2.3.1, shall be * per kilogram, notwithstanding the Initial Annual Forecast. In addition to the foregoing, one (1) month before the commencement of each calendar quarter during the Term of this Agreement, PURCHASER shall provide SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Martek Product for each regulatory status of the succeeding four (4) quarters, specifying quantities Consumables and requested delivery dates. These forecasts will be PURCHASER’s good-faith, best estimate of requirements and should not be considered a firm commitment. 2.2.2 PURCHASER expressly acknowledges that available supplies of the Martek Product have been substitute consumables in the past, and, may from time to time in the future, be insufficient to meet current demand. Nevertheless, SELLER shall use commercially reasonable efforts to have available for shipment to PURCHASER or to a Designee for PURCHASER’s account such quantities of the Martek Product as PURCHASER forecasts in good faith pursuant to Section 2.2.1 above and any additional quantities which PURCHASER may reasonably request. In case for any reason SELLER cannot or does not supply such quantities of the Martek Products as are forecasted in good faith by PURCHASER pursuant to Section 2.2.1 to PURCHASER, PURCHASER shall be allowed to use an alternative supplier for quantities of Omega-3 and Omega-6 long-chain polyunsaturated fatty acids equal to those quantities of Martek Products that were ordered by PURCHASER pursuant to a Purchase Order and not delivered by SELLERTerritory. 2.2.3 PURCHASER shall issue and/or shall direct the Designee(s) to issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days in advance of the date on which PURCHASER or the Designee requests that SELLER ship the Martek Product. SELLER shall accept or reject any such Purchase Order within five (5) business days of receipt, provided that SELLER shall not reject any Purchase Order for any quantities within the most recent forecast. 2.2.4 Purchase Orders which have been accepted by SELLER shall be considered as firm and binding orders (subject to the provisions of Section 2.2.2 above) and shall only be canceled or amended by mutual written agreement of the parties. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Forecasts and Orders. 2.2.1 On 4.4.1. At least *** days prior to the Effective Date first day of this Agreementeach Semiannual Period during the Term, PURCHASER VBI shall give SELLER written notice deliver to Sanquin a written, good faith *** month forecast of the quantity volume of Martek Product which PURCHASER estimates in good faith that it VBI then anticipates will order or direct the Designee(s) be required to order from SELLER be produced and delivered to VBI during the remainder of the current calendar year that *** month period (the “Initial Annual Forecast”). Not later than November 30 of each calendar year during the Term of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the next subsequent calendar year (each, an “Annual Semiannual Forecast”). The Annual first *** months of the Semiannual Forecast shall contain VBI’s volume requirements for Product by month (the “Firm Portion”), which shall be used binding on the Parties. The remaining *** months of the Semiannual Forecast shall contain VBI’s non-binding then-anticipated volume requirements for Product by calendar *** only. 4.4.2. As part of each Firm Portion, VBI shall place firm orders with Sanquin, setting forth Units (or any other measurement agreeable to establish the per unit and per kilogram pricing for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006both Parties), the per kilogram pricing various countries such Units shall be delivered to, anticipated delivery dates and shipping instructions with respect to be used, subject to the year-end adjustment each shipment of Product for delivery. Actual supply and shipment shall then take place pursuant to Section 2.3.1, shall be * per kilogram, notwithstanding purchase orders which are in a form and according to a working procedure mutually acceptable to VBI and Sanquin and consistent with the Initial Annual Forecast. In addition to the foregoing, one (1) month before the commencement of each calendar quarter during the Term terms of this Agreement, PURCHASER . 4.4.3. Sanquin shall provide SELLER with a forecast (a “Rolling Forecast”) not be obligated to accept any Firm Portion to the extent the quantity of PURCHASER’s requirements Product ordered pursuant to such Firm Portion exceeds ***% of the quantity of Product that was anticipated to be ordered for the Martek Product for each of same Semiannual Period according to the succeeding four (4) quartersimmediately preceding Semiannual Forecast. Notwithstanding the foregoing limitations, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith, best estimate of requirements and should not be considered a firm commitment. 2.2.2 PURCHASER expressly acknowledges that available supplies of the Martek Product have been in the past, and, may from time to time in the future, be insufficient to meet current demand. Nevertheless, SELLER Sanquin shall use commercially reasonable efforts to fill such order for such excess quantities from available supplies, and Sanquin shall use commercially reasonable efforts to notify VBI within *** days after receipt of an order of Sanquin’s ability to fill any amounts of such order in excess of the quantities that Sanquin is obligated to supply. VBI shall notify Sanquin as soon as possible of an increase in VBI’s requirements for Product materially in excess of the limits set forth herein. In any event the quantity of Product required to be supplied by Sanquin to VBI under this Agreement shall in any calendar year not exceed the maximum amount as established for the VBI Portion in the Capacity Schedule for such year unless agreed otherwise between the Parties. 4.4.4. In the event that VBI submits any Firm Portion for Product for less than the ***% of the quantity of Product that was anticipated to be ordered for the same Semiannual Period according to the immediately preceding Semiannual Forecast, Sanquin nevertheless shall have available the right to supply and ship to VBI (in accordance with the shipping instructions most recently supplied by VBI) ***% of the quantity of Product set forth in the immediately preceding Semiannual Forecast for shipment such Semiannual Period. VBI shall notify Sanquin as soon as possible of a decrease in VBI’s requirements for Product materially below the limits set forth herein. In the event of such a decrease, Sanquin shall use commercially reasonable efforts, but shall not be required, to PURCHASER or reduce accordingly. 4.4.5. Notwithstanding the foregoing, the Parties may mutually agree to a Designee for PURCHASER’s account such quantities of the Martek Product as PURCHASER forecasts in good faith pursuant to Section 2.2.1 above forecasting and any additional quantities which PURCHASER may reasonably request. In case for any reason SELLER cannot or does not supply such quantities of the Martek Products as are forecasted in good faith by PURCHASER pursuant to Section 2.2.1 to PURCHASER, PURCHASER shall be allowed to use an alternative supplier for quantities of Omega-3 and Omega-6 long-chain polyunsaturated fatty acids equal to those quantities of Martek Products that were ordered by PURCHASER pursuant to a Purchase Order and not delivered by SELLER. 2.2.3 PURCHASER shall issue and/or shall direct the Designee(s) to issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days ordering procedure in advance of the date on which PURCHASER or the Designee requests that SELLER ship the Martek Product. SELLER shall accept or reject any such Purchase Order within five (5) business days of receipt, provided that SELLER shall not reject any Purchase Order for any quantities within the most recent forecastLaunch. 2.2.4 Purchase Orders which have been accepted by SELLER shall be considered as firm and binding orders (subject to the provisions of Section 2.2.2 above) and shall only be canceled or amended by mutual written agreement of the parties. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.