Common use of Forecasts and Orders Clause in Contracts

Forecasts and Orders. (a) Not later than six (6) months following submission of the MAA or other applicable regulatory filing, Nycomed shall provide Acusphere with the Updated Unit Forecast. The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ of such forecast shall be considered a Binding Purchase Order. Thereafter Nycomed shall provide Acusphere a rolling [CONFIDENTIAL TREATMENT REQUESTED] /*/ forecast of its purchase requirements of Product, and shall update same on a monthly basis. The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ of each rolling forecast will be binding orders to purchase. The [CONFIDENTIAL TREATMENT REQUESTED] /*/ may be reduced from the previous forecast by no more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) per month until fixed by the subsequent forecast; provided that the aggregate reduction from the quantity set forth in the previous forecast for such [CONFIDENTIAL TREATMENT REQUESTED] /*/ period shall not exceed [CONFIDENTIAL TREATMENT REQUESTED] /*/) percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) in aggregate during that [CONFIDENTIAL TREATMENT REQUESTED] /*/ period. For the avoidance of doubt, the rolling forecast provided for in this paragraph does not affect the Parties' obligations under Section 6.05 or 6.06, which are governed by the Updated Unit Forecast. The initial rolling forecast provided under this paragraph shall constitute the Updated Unit Forecast for purposes of Article VI of this Agreement and shall not provide for quantities of less than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of or more than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the quantities shown in the initial Unit Forecast. To the extent that the Updated Unit Forecast does not provide, for any month, for quantities above the amount shown in the initial Unit Forecast, Nycomed shall be given supply priority over Acusphere (including any customers of Acusphere) for orders for such month up to [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the amount shown on the initial Unit Forecast. In addition, Nycomed shall have the right to place orders above such unit forecasts, and Acusphere shall use all commercially reasonable efforts to accommodate such orders but shall not be obligated to give such orders priority over the orders of Acusphere or any customers of Acusphere, except to the extent set forth in Section 6.05. (b) Notwithstanding the foregoing, after the [CONFIDENTIAL TREATMENT REQUESTED] /*/ orders shown in the Updated Unit Forecast have been Manufactured by Acusphere, Nycomed may, by notice to Acusphere delivered no later than [CONFIDENTIAL TREATMENT REQUESTED] /*/ after submission of the MAA or other applicable regulatory filing, suspend (or be relieved of, in the event that Governmental Approval is not obtained), its obligation to supply rolling forecasts and binding orders (and Acusphere's obligation to provide Product) until further notice, for a period of up to [CONFIDENTIAL TREATMENT REQUESTED] /*/. Acusphere shall not be responsible for any subsequent Failure to Supply occurring as a result of such suspension, and no such Failure to Supply shall trigger any of the rights of Nycomed provided pursuant to Section 6.06 hereof. (c) Purchase orders shall be given on a non-cancelable basis at least [CONFIDENTIAL TREATMENT REQUESTED] /*/ prior to the proposed shipment date (hereinafter referred to as "Binding Purchase Orders"). Acusphere shall confirm the shipment instructions and delivery times for such Binding Purchase Order to Nycomed or as otherwise directed by Nycomed. Acusphere shall be obligated to accept Binding Purchase Orders with respect to any month only to the extent provided in Section 6.05, but, subject to Section 6.05, Acusphere shall use all reasonable efforts to accept and fill any Purchase Orders which provide lead time of at least [CONFIDENTIAL TREATMENT REQUESTED] /*/, although Acusphere shall not be obligated to do so. Binding Purchase Orders shall specify any special quality requirements for any of the Jurisdictions in the Territory. If there is any conflict between the terms of a Binding Purchase Order and the terms of this Agreement, the terms of this Agreement shall govern, unless Acusphere and Nycomed have otherwise expressly agreed in writing.

Forecasts and Orders. (a) Not later than six (6) months following submission of 4.1 In order that GENSIA SICOR may properly and economically forecast procurement planning with respect to the MAA or other applicable regulatory filingProduct, Nycomed shall provide Acusphere PURCHASER shall, commencing with the Updated Unit Forecast[ * ] immediately following approval of a Cyclosporine Formulation of PURCHASER, submit to GENSIA SICOR within [ * ] business days after the beginning of such [ * ] and ---------------------- * Confidential Treatment Requested; confidential portion has been filed separately with the SEC. 4.1.1 A Firm Order may not be canceled, and, following performance by GENSIA SICOR (for itself and through SICOR, as appropriate) of its obligations hereunder with respect to such order, PURCHASER shall be obligated to pay the price for said order as provided in Article 5 hereof. The first [CONFIDENTIAL TREATMENT REQUESTEDtotal amount of each Product ordered by PURCHASER for delivery in any [ * ] /*/ for which an order is required may not be less than [ * ] percent ([ * ]) of such forecast shall be considered a Binding Purchase Order. Thereafter Nycomed shall provide Acusphere a rolling [CONFIDENTIAL TREATMENT REQUESTEDPURCHASER's [ * ] /*/ forecast of its purchase requirements of Product, and shall update same on a monthly basis. The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ of each rolling forecast will be binding orders to purchase. The [CONFIDENTIAL TREATMENT REQUESTED] /*/ may be reduced from the previous forecast by no more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) per month until fixed by the subsequent forecast; provided that the aggregate reduction from the quantity set forth in the previous forecast for such [CONFIDENTIAL TREATMENT REQUESTED] /*/ period shall not exceed [CONFIDENTIAL TREATMENT REQUESTED] /*/) percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) in aggregate during that [CONFIDENTIAL TREATMENT REQUESTED] /*/ period. For the avoidance of doubt, the rolling forecast provided for in this paragraph does not affect the Parties' obligations under Section 6.05 or 6.06, which are governed by the Updated Unit Forecast. The initial rolling forecast provided under this paragraph shall constitute the Updated Unit Forecast for purposes of Article VI of this Agreement and shall not provide for quantities of less than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of or more than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the quantities shown in the initial Unit Forecast. To the extent that the Updated Unit Forecast does not provide, for any month, for quantities above the amount shown in the initial Unit Forecast, Nycomed shall be given supply priority over Acusphere (including any customers of Acusphere) for orders for such month up to [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the amount shown on the initial Unit Forecast[ * ]. In addition, Nycomed GENSIA SICOR's supply obligation will not extend to more than [ * ] percent ([ * ]) of PURCHASER's [ * ] of its [ * ]. If a PURCHASER Product requirement for any quarter exceeds [ * ] of PURCHASER's [ * ], GENSIA SICOR and PURCHASER will discuss in good faith the additional amount, if any, that GENSIA SICOR is willing to supply consistent with its other obligations and PURCHASER will adjust its order accordingly. 4.2 The parties shall have meet from time to time to review the right estimated quantities in each forecast and any Firm Order then outstanding and to place orders above such unit forecasts, and Acusphere shall use all commercially reasonable efforts to accommodate such orders but shall not be obligated to give such orders priority over the orders of Acusphere or any customers of Acusphere, except consult on matters relating to the extent scheduling of manufacture, import and delivery of the Product but without prejudice and subject to the obligations of the parties set forth in Section 6.05this Agreement. 4.3 Concurrent with execution of this Restated Agreement, Purchaser hereby places Firm Orders (band GENSIA SICOR hereby acknowledges receipt and acceptance of the same on its behalf and by SICOR) for the quantities of the Product set forth in Exhibit 7 hereto. Notwithstanding the foregoing, the parties acknowledge that those Firm Orders set forth in Exhibit 7 with a scheduled delivery date after [ * ], are conditioned upon earlier receipt of AADA approval by GENSIA SICOR from the [CONFIDENTIAL TREATMENT REQUESTEDFDA to manufacture Product at its [ * ] /*/ orders shown in the Updated Unit Forecast have been Manufactured by Acusphere, Nycomed may, by notice to Acusphere delivered no later than [CONFIDENTIAL TREATMENT REQUESTED] /*/ after submission of the MAA or other applicable regulatory filing, suspend (or be relieved of, in the event that Governmental Approval is not obtained), its obligation to supply rolling forecasts and binding orders (and Acusphere's obligation to provide Product) until further notice, for a period of up to [CONFIDENTIAL TREATMENT REQUESTED] /*/. Acusphere shall not be responsible for any subsequent Failure to Supply occurring as a result of such suspension, and no such Failure to Supply shall trigger any of the rights of Nycomed provided pursuant to Section 6.06 hereoffacility. (c) Purchase orders shall be given on a non-cancelable basis at least [CONFIDENTIAL TREATMENT REQUESTED] /*/ prior to the proposed shipment date (hereinafter referred to as "Binding Purchase Orders"). Acusphere shall confirm the shipment instructions and delivery times for such Binding Purchase Order to Nycomed or as otherwise directed by Nycomed. Acusphere shall be obligated to accept Binding Purchase Orders with respect to any month only to the extent provided in Section 6.05, but, subject to Section 6.05, Acusphere shall use all reasonable efforts to accept and fill any Purchase Orders which provide lead time of at least [CONFIDENTIAL TREATMENT REQUESTED] /*/, although Acusphere shall not be obligated to do so. Binding Purchase Orders shall specify any special quality requirements for any of the Jurisdictions in the Territory. If there is any conflict between the terms of a Binding Purchase Order and the terms of this Agreement, the terms of this Agreement shall govern, unless Acusphere and Nycomed have otherwise expressly agreed in writing.

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 (a) the “Initial Annual Forecast”). Not later than six (6) months following submission November 30 of each calendar year during the Term of this Agreement, PURCHASER shall give SELLER written notice of the MAA quantity of Martek Product which PURCHASER estimates in good faith that it will order or other applicable regulatory filingdirect the Designee(s) to order from SELLER during the next subsequent calendar year (each, Nycomed 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 Acusphere SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Updated Unit ForecastMartek Product for each of the succeeding four (4) quarters, specifying quantities and requested delivery dates. The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ These forecasts will be PURCHASER’s good-faith, best estimate of such forecast shall requirements and should not be considered a Binding Purchase Order. Thereafter Nycomed shall provide Acusphere a rolling [CONFIDENTIAL TREATMENT REQUESTED] /*/ forecast firm commitment. 2.2.2 PURCHASER expressly acknowledges that available supplies of its purchase requirements of Product, and shall update same on a monthly basis. The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ of each rolling forecast will be binding orders to purchase. The [CONFIDENTIAL TREATMENT REQUESTED] /*/ may be reduced from the previous forecast by no more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) per month until fixed by the subsequent forecast; provided that the aggregate reduction from the quantity set forth Martek Product have been in the previous forecast for such [CONFIDENTIAL TREATMENT REQUESTED] /*/ period shall not exceed [CONFIDENTIAL TREATMENT REQUESTED] /*/) percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) in aggregate during that [CONFIDENTIAL TREATMENT REQUESTED] /*/ period. For the avoidance of doubtpast, the rolling forecast provided for in this paragraph does not affect the Parties' obligations under Section 6.05 or 6.06and, which are governed by the Updated Unit Forecast. The initial rolling forecast provided under this paragraph shall constitute the Updated Unit Forecast for purposes of Article VI of this Agreement and shall not provide for quantities of less than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of or more than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the quantities shown may from time to time in the initial Unit Forecastfuture, be insufficient to meet current demand. To the extent that the Updated Unit Forecast does not provideNevertheless, for any month, for quantities above the amount shown in the initial Unit Forecast, Nycomed shall be given supply priority over Acusphere (including any customers of Acusphere) for orders for such month up to [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the amount shown on the initial Unit Forecast. In addition, Nycomed shall have the right to place orders above such unit forecasts, and Acusphere SELLER shall use all commercially reasonable efforts to accommodate 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 be obligated to give such orders priority over reject any Purchase Order for any quantities within the orders of Acusphere or any customers of Acusphere, except to the extent set forth in Section 6.05most recent forecast. (b) Notwithstanding the foregoing, after the [CONFIDENTIAL TREATMENT REQUESTED] /*/ orders shown in the Updated Unit Forecast 2.2.4 Purchase Orders which have been Manufactured accepted by Acusphere, Nycomed may, by notice to Acusphere delivered no later than [CONFIDENTIAL TREATMENT REQUESTED] /*/ after submission of the MAA or other applicable regulatory filing, suspend (or SELLER shall be relieved of, in the event that Governmental Approval is not obtained), its obligation to supply rolling forecasts considered as firm and binding orders (subject to the provisions of Section 2.2.2 above) and Acusphere's obligation to provide Product) until further notice, for a period shall only be canceled or amended by mutual written agreement of up to [the parties. * CONFIDENTIAL TREATMENT REQUESTED] /*/. Acusphere shall not be responsible for any subsequent Failure to Supply occurring as a result of such suspension, and no such Failure to Supply shall trigger any of the rights of Nycomed provided pursuant to Section 6.06 hereof. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) Purchase orders shall be given on a non-cancelable basis at least [CONFIDENTIAL TREATMENT REQUESTED] /*/ prior to the proposed shipment date (hereinafter referred to as "Binding Purchase Orders"). Acusphere shall confirm the shipment instructions and delivery times for such Binding Purchase Order to Nycomed or as otherwise directed by Nycomed. Acusphere shall be obligated to accept Binding Purchase Orders with respect to any month only to the extent provided in Section 6.05, but, subject to Section 6.05, Acusphere shall use all reasonable efforts to accept and fill any Purchase Orders which provide lead time of at least [CONFIDENTIAL TREATMENT REQUESTED] /*/, although Acusphere shall not be obligated to do so. Binding Purchase Orders shall specify any special quality requirements for any of the Jurisdictions in the Territory. If there is any conflict between the terms of a Binding Purchase Order and the terms of this Agreement, the terms of this Agreement shall govern, unless Acusphere and Nycomed have otherwise expressly agreed in writing.

Forecasts and Orders. (a) Not 4.1 Beginning no later than six (6) months following submission Months prior to placing its initial Purchase Order for Product (it being understood that a forecast for a Calendar Quarter may be zero), prior to the first day of the MAA or other applicable regulatory filingeach calendar quarter (beginning each 1st January, Nycomed 1st April, 1st July and 1st October and each referred to herein as a “Calendar Quarter”), CLEARSIDE BIOMEDICAL shall provide Acusphere GERRESHEIMER with a rolling forecast schedule of its projected orders for the Updated Unit ForecastProducts for at least the following four (4) Calendar Quarters (“Forecast Schedule”). The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ of such forecast shall be considered a Binding Purchase Order. Thereafter Nycomed shall provide Acusphere a rolling [CONFIDENTIAL TREATMENT REQUESTED] /*/ forecast of its purchase requirements of Product, and shall update same on a monthly basis. The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ of each rolling initial forecast will be binding provided by July 1, 2018 and is expected to reflect projected orders of between [***] units of Product for the following (4) Calendar Quarters. Beginning with the first Forecast Schedule submitted after the one year anniversary of the first commercial sale of the Product to purchasea Third Party (the “Commercial Launch Anniversary”), with CLEARSIDE BIOMEDICAL to notify GERRESHEIMER forthwith in writing of the date of the Commercial Launch. The Subject to Clause 4.4, CLEARSIDE BIOMEDICAL can only vary the forecast amounts for the second Calendar Quarter of a Forecast Schedule in the next subsequent Forecast Schedule by +/- [CONFIDENTIAL TREATMENT REQUESTED***], and can only vary the forecast amounts for the third Calendar Quarter of a Forecast Schedule in the next subsequent Forecast Schedule by +/- [***]. If CLEARSIDE BIOMEDICAL desires to vary the forecasted amounts by an additional [***] /*/ may be reduced from up to [***] or up to [***] respectively, then (i) in case of an increase, GERRESHEIMER agrees to notify Buyer within five (5) Business Days after receipt of such request, whether the previous forecast by no more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) per month until fixed by the subsequent forecast; provided that the aggregate reduction from the quantity ordered additional quantities of Products set forth in the previous forecast for request are exceeding the Sprint Capacity and whether such [CONFIDENTIAL TREATMENT REQUESTED] /*/ period exceeding quantities can be delivered or not. In any event GERRESHEIMER will use reasonable efforts to fulfill this additional demand. In the event such excess quantities of Product directly results in additional costs, such costs shall be documented by GERRESHEIMER and the Parties shall discuss in good faith such costs and what part thereof CLEARSIDE BIOMEDICAL may need to reimburse before any such costs are incurred and/or committed. If GERRESHEIMER, despite using reasonable efforts, cannot meet such excess quantities, the failure to supply the excess quantities shall not exceed [CONFIDENTIAL TREATMENT REQUESTED] /*/) percent be regarded as a Failure to Supply; or ([CONFIDENTIAL TREATMENT REQUESTED] /*/%ii) in aggregate during that [CONFIDENTIAL TREATMENT REQUESTED] /*/ periodcase of a decrease, if such decrease directly results in additional costs, such costs shall be documented by GERRESHEIMER and the CLEARSIDE BIOMEDICAL shall reimburse to GERRESHEIMER all such documented costs. For the avoidance of doubt, the rolling maximum quantities of Products to be supplied by GERRESHEIMER during any six (6) Month period prior to the Commercial CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Launch Anniversary shall be [***] units of Product and GERRESHEIMER shall be under no obligation whatsoever to supply any quantities of Product beyond that amount. 4.2 In addition to the Forecast Schedule, prior to the 1st September of each Year after the commencement of the issuance of Forecast Schedules, CLEARSIDE BIOMEDICAL shall provide on an annual basis a two (2) Year non-binding forecast provided of projected orders for the Products to be used by GERRESHEIMER solely for planning purposes. 4.3 The Products detailed in this paragraph the first Calendar Quarter of each Forecast Schedule (“Firm Order”) will be binding on both Parties. CLEARSIDE BIOMEDICAL shall issue purchase orders against each Firm Order (each a “Purchase Order”), which Purchase Order shall include the requested delivery dates. GERRESHEIMER shall respond to each Purchase Order received from CLEARSIDE BIOMEDICAL within ten (10) Business Days of receipt. The response of GERRESHEIMER shall include confirmation of the delivery dates; PROVIDED, HOWEVER, that GERRESHEIMER may not reject any quantities forecasted in a Firm Order or any delivery date that is more than thirty (30) days from the date the applicable Purchase Order is submitted. GERRESHEIMER’s failure to reject any portion of a Purchase Order within the applicable ten (10) Business Day period shall be deemed to be GERRESHEIMER’s acceptance thereof. In the event that either Party requires amendments to the quantities ordered, the timing of production and/or delivery, the relevant planning personnel from both Parties shall within ten (10) Business Days of receipt of a Forecast Schedule, Firm Order or Purchase Order discuss in good faith and agree amendments to the Forecast Schedule, Firm Order or Purchase Order. 4.4 CLEARSIDE BIOMEDICAL and/or its Affiliates shall use commercially reasonable endeavours not to, at any one time, collectively place Firm Orders at a level that would require an aggregate capacity at GERRESHEIMER greater than the maximum manufacturing capacity of the Manufacturing Site as set forth in the applicable Product Schedule (“Sprint Capacity”) and GERRESHEIMER shall not be obliged to supply Products in excess of the Sprint Capacity. In the event that the aggregate CLEARSIDE BIOMEDICAL demand is greater than the Sprint Capacity CLEARSIDE BIOMEDICAL shall promptly instruct GERRESHEIMER the order of preference for the deliveries. 4.5 It is understood that the remaining three (3) Calendar Quarters of the Forecast Schedule constitutes an estimate of the future Product requirement of CLEARSIDE BIOMEDICAL and its Affiliates and does not affect constitute a binding commitment by CLEARSIDE BIOMEDICAL or its Affiliates to order or purchase such Product. 4.6 For certain long lead time materials, as defined in good faith between the Parties' obligations under Section 6.05 or 6.06, which requires GERRESHEIMER to place orders with a minimum lead time longer than three (3) Months in advance of manufacturing, GERRESHEIMER will be entitled to place those orders based on the projections set forth in a Forecast CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Schedule, and CLEARSIDE BIOMEDICAL agrees to pay for any such Materials which are governed not used in Firm Orders of Products placed by CLEARSIDE BIOMEDICAL and/or its Affiliates and cannot otherwise be used by GERRESHEIMER. 4.7 CLEARSIDE BIOMEDICAL may from time to time provide GERRESHEIMER with individual purchase orders for Products in addition to the Updated Unit Forecastquantities set forth in Firm Orders. GERRESHEIMER shall respond to each such individual purchase order received from CLEARSIDE BIOMEDICAL or an Affiliate of CLEARSIDE BIOMEDICAL within ten (10) Business Days of receipt. The initial rolling forecast provided response shall include confirmation or not of the Delivery dates and quantity as set out in such individual purchase order. GERRESHEIMER’s failure to reject any portion of such Purchase Order within the applicable ten (10) Business Day period shall be deemed to be GERRESHEIMER’s acceptance thereof. 4.8 If a CLEARSIDE BIOMEDICAL Affiliate desires to purchase the Product from GERRESHEIMER under this paragraph shall constitute the Updated Unit Forecast for purposes of Article VI terms of this Agreement the Parties will consider the appropriate contractual mechanisms for the CLEARSIDE BIOMEDICAL Affiliate to receive Product from GERRESHEIMER or its Affiliates (as the case may be) and shall not provide for quantities of less than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of or more than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the quantities shown in the initial Unit Forecast. To the extent that the Updated Unit Forecast does not provide, for any month, for quantities above the amount shown in the initial Unit Forecast, Nycomed shall be given supply priority over Acusphere (including any customers of Acusphere) for orders for such month up to [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the amount shown on the initial Unit Forecast. In addition, Nycomed shall have the right to place orders above such unit forecasts, and Acusphere shall use all commercially reasonable efforts to accommodate such orders but shall not be obligated to give such orders priority over the orders of Acusphere or any customers of Acusphere, except to the extent set forth in Section 6.05. (b) Notwithstanding the foregoing, after the [CONFIDENTIAL TREATMENT REQUESTED] /*/ orders shown in the Updated Unit Forecast have been Manufactured by Acusphere, Nycomed may, by notice to Acusphere delivered no later than [CONFIDENTIAL TREATMENT REQUESTED] /*/ after submission of the MAA or other applicable regulatory filing, suspend (or be relieved of, in the event that Governmental Approval is not obtained), its obligation to supply rolling forecasts and binding orders (and Acusphere's obligation to provide Product) until further notice, for a period of up to [CONFIDENTIAL TREATMENT REQUESTED] /*/. Acusphere shall not be responsible for any subsequent Failure to Supply occurring as a result of such suspension, and no such Failure to Supply shall trigger any of the rights of Nycomed provided pursuant to Section 6.06 hereof. (c) Purchase orders shall be given on a non-cancelable basis at least [CONFIDENTIAL TREATMENT REQUESTED] /*/ prior to the proposed shipment date (hereinafter referred to as "Binding Purchase Orders"). Acusphere shall confirm the shipment instructions and delivery times for such Binding Purchase Order to Nycomed or as otherwise directed by Nycomed. Acusphere shall be obligated to accept Binding Purchase Orders with respect to any month only to the extent provided in Section 6.05, but, subject to Section 6.05, Acusphere shall use all reasonable efforts to accept and fill any Purchase Orders which provide lead time of at least [CONFIDENTIAL TREATMENT REQUESTED] /*/, although Acusphere shall not be obligated to do so. Binding Purchase Orders shall specify any special quality requirements for any of the Jurisdictions in the Territory. If there is any conflict between the terms of a Binding Purchase Order and benefit from the terms of this Agreement, taking into account the terms CLEARSIDE BIOMEDICAL Affiliate may need to enter into separate legal agreements with GERRESHEIMER. For the avoidance of this Agreement doubt, before the aforementioned contractual mechanism has been agreed by the Parties, GERRESHEIMER shall governnot be obliged to sell (and/or deliver) any Products to CLEARSIDE BIOMEDICAL Affiliates or fulfil or accept purchase orders from CLEARSIDE BIOMEDICAL Affiliates. GERRESHEIMER shall confirm promptly to CLEARSIDE BIOMEDICAL whether such CLEARSIDE BIOMEDICAL Affiliate is covered by GERRESHEIMER’s trade credit insurance. If such COMPANY Affiliate is not covered by GERRESHEIMERs trade credit insurance, unless Acusphere and Nycomed have otherwise expressly agreed in writing.then GERRESHEIMER shall only provide such CLEARSIDE BIOMEDICAL Affiliate with the named Product upon receipt of a payment security from CLEARSIDE BIOMEDICAL by means of a payment guarantee of CLEARSIDE BIOMEDICAL or a bank guarantee of an internationally business bank rated with triple B.

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 (a) the “Initial Annual Forecast”). Not later than six (6) months following submission November 30 of each calendar year during the Term of this Agreement, PURCHASER shall give SELLER written notice of the MAA quantity of Martek Product which PURCHASER estimates in good faith that it will order or other applicable regulatory filingdirect 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, Nycomed 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 Acusphere SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Updated Unit ForecastMartek Product for each of the succeeding four (4) quarters, specifying quantities and requested delivery dates. The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ These forecasts will be PURCHASER’s good-faith, best estimate of such forecast shall requirements and should not be considered a Binding Purchase Order. Thereafter Nycomed shall provide Acusphere a rolling [CONFIDENTIAL TREATMENT REQUESTED] /*/ forecast firm commitment. 2.2.2 PURCHASER expressly acknowledges that available supplies of its purchase requirements of Product, and shall update same on a monthly basis. The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ of each rolling forecast will be binding orders to purchase. The [CONFIDENTIAL TREATMENT REQUESTED] /*/ may be reduced from the previous forecast by no more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) per month until fixed by the subsequent forecast; provided that the aggregate reduction from the quantity set forth Martek Product have been in the previous forecast for such [CONFIDENTIAL TREATMENT REQUESTED] /*/ period shall not exceed [CONFIDENTIAL TREATMENT REQUESTED] /*/) percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) in aggregate during that [CONFIDENTIAL TREATMENT REQUESTED] /*/ period. For the avoidance of doubtpast, the rolling forecast provided for in this paragraph does not affect the Parties' obligations under Section 6.05 or 6.06and, which are governed by the Updated Unit Forecast. The initial rolling forecast provided under this paragraph shall constitute the Updated Unit Forecast for purposes of Article VI of this Agreement and shall not provide for quantities of less than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of or more than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the quantities shown may from time to time in the initial Unit Forecastfuture, be insufficient to meet current demand. To the extent that the Updated Unit Forecast does not provideNevertheless, for any month, for quantities above the amount shown in the initial Unit Forecast, Nycomed shall be given supply priority over Acusphere (including any customers of Acusphere) for orders for such month up to [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the amount shown on the initial Unit Forecast. In addition, Nycomed shall have the right to place orders above such unit forecasts, and Acusphere SELLER shall use all commercially reasonable efforts to accommodate 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 be obligated to give such orders priority over reject any Purchase Order for any quantities within the orders of Acusphere or any customers of Acusphere, except to the extent set forth in Section 6.05most recent forecast. (b) Notwithstanding the foregoing, after the [CONFIDENTIAL TREATMENT REQUESTED] /*/ orders shown in the Updated Unit Forecast 2.2.4 Purchase Orders which have been Manufactured accepted by Acusphere, Nycomed may, by notice to Acusphere delivered no later than [CONFIDENTIAL TREATMENT REQUESTED] /*/ after submission of the MAA or other applicable regulatory filing, suspend (or SELLER shall be relieved of, in the event that Governmental Approval is not obtained), its obligation to supply rolling forecasts considered as firm and binding orders (subject to the provisions of Section 2.2.2 above) and Acusphere's obligation to provide Product) until further notice, for a period of up to [CONFIDENTIAL TREATMENT REQUESTED] /*/. Acusphere shall not only be responsible for any subsequent Failure to Supply occurring as a result of such suspension, and no such Failure to Supply shall trigger any canceled or amended by mutual written agreement of the rights of Nycomed provided pursuant to Section 6.06 hereofparties. (c) Purchase orders shall be given on a non-cancelable basis at least [CONFIDENTIAL TREATMENT REQUESTED] /*/ prior to the proposed shipment date (hereinafter referred to as "Binding Purchase Orders"). Acusphere shall confirm the shipment instructions and delivery times for such Binding Purchase Order to Nycomed or as otherwise directed by Nycomed. Acusphere shall be obligated to accept Binding Purchase Orders with respect to any month only to the extent provided in Section 6.05, but, subject to Section 6.05, Acusphere shall use all reasonable efforts to accept and fill any Purchase Orders which provide lead time of at least [CONFIDENTIAL TREATMENT REQUESTED] /*/, although Acusphere shall not be obligated to do so. Binding Purchase Orders shall specify any special quality requirements for any of the Jurisdictions in the Territory. If there is any conflict between the terms of a Binding Purchase Order and the terms of this Agreement, the terms of this Agreement shall govern, unless Acusphere and Nycomed have otherwise expressly agreed in writing.