Common use of Forecasts and Orders Clause in Contracts

Forecasts and Orders. 3.3.1 In accordance with the requirements set forth in Exhibit A, at least ten (10) days prior to the first day of each calendar quarter during the Initial Term and any renewal term, Tutogen shall provide AlloSource with a written non-binding forecast as to Tutogen’s estimated requirements of Products for each of the following twelve (12) calendar months, the first three (3) months of which shall be binding. On or before the first day of each month, Tutogen shall issue binding orders for such month for the quantities of Products set forth in such forecast. AlloSource shall have five (5) business days to notify Tutogen of rejection of such binding order and reason for such rejection. If no notice of rejection is given within such five (5) business day period, the binding order shall be considered accepted by AlloSource. AlloSource shall make reasonable business efforts to fill such binding orders within thirty (30) days, but no later than ninety (90) days of such binding orders. If AlloSource fails to fill a binding order that was accepted by AlloSource within ninety (90) days of the date of such binding order, then Tutogen may cancel such binding order and may fill such order from another source. 3.3.2 In the event that Tutogen does not place and accept orders for Products in accordance with the minimum monthly requirements specified in Exhibit A, Tutogen shall be required to pay AlloSource the reimbursement fees, in accordance with Section 6 below, for the minimum monthly requirements less the number of Products which are ordered and accepted by Tutogen. 3.3.3 AlloSource may supply and Tutogen shall accept from AlloSource Tissues, Processed Tissues and Allografts in an amount equal to or up to ten percent (10%) greater than the quantities set forth in Exhibit A hereto and set forth in each binding order (or such higher quantity if mutually agreed in writing). 3.3.4 AlloSource shall ship Products to Tutogen at the following address: Tutogen Medical, Inc. 13709 Progress Blvd., Box 19 South Wing Xxxxxxx, XX 00000 3.3.5 Tutogen shall be responsible for expenses associated with the shipment of Products from AlloSource to Tutogen. Risk of loss and title to such Products shall pass to Tutogen upon shipment. 3.3.6 EXCEPT AS SET FORTH HEREIN, ALLOSOURCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

Forecasts and Orders. 3.3.1 In accordance with the requirements set forth in Exhibit A, at least ten (10) days prior to the first day of each calendar quarter during the Initial Term and any renewal term, Tutogen Forecasts: 4.1 GENTIUM shall provide AlloSource SIRTON with a written non-binding forecast as of its Product requirements for the following 12 (twelve) months (the “Forecast”), and SIRTON shall plan all its activities in relation to Tutogen’s estimated Manufacturing of the products against said forecast. Said Forecasts shall contain the requirements in terms of number of pieces per month. SIRTON shall provide GENTIUM with a written reply within 10 (ten) days of receipt of said Forecast, informing GENTIUM of the overall feasibility of the same. If, within 10 (ten) days, GENTIUM does not receive any response from SIRTON regarding the Forecast, feasibility of the latter shall be deemed confirmed by SIRTON. 4.2 The quantity of Products required for each the first 3 (three) months of the following twelve Forecast shall constitute a confirmed order. The remaining 9 (12nine) calendar monthsmonths of the Forecast shall not be deemed binding on either SIRTON or GENTIUM. 4.3 GENTIUM shall notify SIRTON, as soon as possible, of anything that could alter the Forecasts it had provided. 4.4 While everything governing SIRTON’s responsibility still holds, the latter shall immediately notify GENTIUM of anything it becomes aware of that could hinder feasibility of the Forecasts. 4.5 SIRTON is responsible for storing the Components (with the exception of the Active Principle). It ensues that GENTIUM shall pay exclusively for the Components purchased according to the confirmed orders and the forecasts for the first 3 months. 4.6 GENTIUM shall send SIRTON a purchase order for Products at least three (3) months prior to the date of which delivery for said order. 4.7 SIRTON shall be binding. On or before the first day of each month, Tutogen shall issue binding orders for such month for send GENTIUM a written order confirmation confirming the quantities and delivery date indicated in the purchase order within 10 (ten) days of Products set forth in such forecastreceipt thereof. AlloSource shall have five (5) business days to notify Tutogen of rejection of such binding order and reason for such rejection. If no notice of rejection is given within such five (5) business day periodOnce confirmed, the binding order shall be considered accepted by AlloSourcedeemed binding for SIRTON. AlloSource If GENTIUM does not receive any response from SIRTON within 10 (ten) days, the order shall make reasonable business efforts to fill such binding orders within be deemed confirmed. 4.8 SIRTON shall meet the delivery date indicated on the corresponding purchase order. Upon thirty (30) daysdays prior notice, but no later than ninety (90) days SIRTON shall guarantee the availability of such binding orders. If AlloSource fails an addition-extra batch above and beyond the amount for the order confirmed. 4.9 For the entire duration of the present Contract, SIRTON shall have on hand an adequate stock of Components able to fill the orders confirmed as indicated in Paragraph 4.8 and adequate for an additional production batch as reported in Paragraph 4.8. 4.10 If the variation in the packaging materials is required due to changes in the reference standards or decided at the discretion of GENTIUM, the latter shall bear any additional costs. Nevertheless, GENTIUM shall not bear the costs for the packaging materials if they do not comply with the specifications defined and forwarded by GENTIUM as indicated in Paragraph 6.4. 4.11 In the case in which (i) SIRTON does not deliver the Products at the deadline indicated in the purchase order, and (ii) if SIRTON itself is responsible for said delay, SIRTON shall pay GENTIUM, as penalty, the following sums: (a) If the delay falls between 1 (one) and 2 (two) weeks, a binding order that was accepted by AlloSource within ninety (90) days sum equal to 5.00% of the date amount due it from GENTIUM as outlined in Attachment 2; (b) If the delay exceeds 2 (due) weeks, a sum equal to 10.00% of such binding orderthe amount due it from GENTIUM as outlined in Attachment 2. In both the above cases, then Tutogen may cancel such binding order it remains understood that the amount to be paid by SIRTON as penalty shall be automatically compensated and may fill such order detracted from another sourcethe amount due to be paid by GENTIUM in compliance with Article 5 below. 3.3.2 In the event 4.12 SIRTON shall guarantee that Tutogen does not place and accept orders for Products in accordance with the minimum monthly requirements specified in Exhibit A, Tutogen shall be required to pay AlloSource the reimbursement fees, in accordance with Section 6 below, for the minimum monthly requirements less the number of Products which per Active Principle meets the minimum quantities that can be obtained, for concentrates and standard batches, as better defined in the Technical Agreement. If the minimum quantities are ordered and accepted by Tutogennot met, SIRTON shall reimburse GENTIUM the costs for production of the extra Active Principle used, as determined according to what is indicated in Attachment 2. 3.3.3 AlloSource may supply and Tutogen shall accept from AlloSource Tissues, Processed Tissues and Allografts in an amount equal to or up to ten percent (10%) greater than the quantities set forth in Exhibit A hereto and set forth in each binding order (or such higher quantity if mutually agreed in writing). 3.3.4 AlloSource shall ship Products to Tutogen at the following address: Tutogen Medical, Inc. 13709 Progress Blvd., Box 19 South Wing Xxxxxxx, XX 00000 3.3.5 Tutogen shall be responsible for expenses associated with the shipment of Products from AlloSource to Tutogen. Risk of loss and title to such Products shall pass to Tutogen upon shipment. 3.3.6 EXCEPT AS SET FORTH HEREIN, ALLOSOURCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

Forecasts and Orders. 3.3.1 2.2.1 On the Effective Date of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Products that PURCHASER estimates in good faith it will order or direct the Designees to order from SELLER during the remainder of the current calendar year. Not later than September 30 of each calendar year during the Term, PURCHASER shall give SELLER written notice of the quantity of Martek Products that PURCHASER estimates in good faith it will order or direct the Designees to order from SELLER during the next calendar year. In accordance with the requirements set forth in Exhibit A, at least ten (10) days prior addition to the first day foregoing, one (1) month before the commencement of each calendar quarter during the Initial Term and any renewal termTerm, Tutogen PURCHASER shall provide AlloSource SELLER with a written non-binding forecast as to Tutogen(a “Rolling Forecast”) of PURCHASER’s estimated requirements of for the Martek Products for each of the following twelve succeeding four (124) calendar monthsquarters, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith estimate of requirements and shall not be considered a commitment or other obligation of PURCHASER or its Designees to purchase such Martek Products. 2.2.2 PURCHASER and/or its Designees shall issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days in advance of the first three (3) months date on which PURCHASER or the Designee requests that SELLER deliver the Martek Products pursuant to Section 2.4.1 below. SELLER shall accept and fulfill Purchase Orders from PURCHASER and its Designees made in accordance with the terms of which this Agreement for up to * of the relevant volumes specified in the Rolling Forecasts provided by PURCHASER pursuant to Section 2.2.1 above. Purchase Orders for additional amounts shall be binding. On or before the first day of each monthaccepted and filled by SELLER as is commercially reasonable. 2.2.3 Purchase Orders submitted in accordance with this Agreement, Tutogen which have been acknowledged in writing by SELLER, shall issue be considered as firm and binding orders for such month for (subject to the quantities provisions of Products set forth this Agreement) and shall only be canceled or amended by mutual written agreement of -* The asterisk denotes that confidential portions of this exhibit have been omitted in such forecastreliance on Rule 24b-2 of the Securities Exchange Act of 1934. AlloSource The confidential portions have been submitted separately to the Securities and Exchange Commission. the parties. SELLER shall have acknowledge all Purchase Orders submitted in accordance with this Agreement within five (5) business days to notify Tutogen of rejection SELLER’s receipt of such binding order and reason for such rejection. If no notice of rejection is given within such five (5) business day period, the binding order shall be considered accepted by AlloSource. AlloSource shall make reasonable business efforts to fill such binding orders within thirty (30) days, but no later than ninety (90) days of such binding orders. If AlloSource fails to fill a binding order that was accepted by AlloSource within ninety (90) days of the date of such binding order, then Tutogen may cancel such binding order and may fill such order from another sourcePurchase Orders. 3.3.2 In the event that Tutogen does not place and accept orders for Products in accordance with the minimum monthly requirements specified in Exhibit A, Tutogen shall be required to pay AlloSource the reimbursement fees, in accordance with Section 6 below, for the minimum monthly requirements less the number of Products which are ordered and accepted by Tutogen. 3.3.3 AlloSource may supply and Tutogen shall accept from AlloSource Tissues, Processed Tissues and Allografts in an amount equal to or up to ten percent (10%) greater than the quantities set forth in Exhibit A hereto and set forth in each binding order (or such higher quantity if mutually agreed in writing). 3.3.4 AlloSource shall ship Products to Tutogen at the following address: Tutogen Medical, Inc. 13709 Progress Blvd., Box 19 South Wing Xxxxxxx, XX 00000 3.3.5 Tutogen shall be responsible for expenses associated with the shipment of Products from AlloSource to Tutogen. Risk of loss and title to such Products shall pass to Tutogen upon shipment. 3.3.6 EXCEPT AS SET FORTH HEREIN, ALLOSOURCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

Forecasts and Orders. 3.3.1 In accordance with 2.2.1 As of the Execution Date of this Agreement, a provisional non-binding forecast of the monthly quantity of DHA Martek Product and XXX Xxxxxx Product which PURCHASER will order on behalf of itself and its Affiliates for delivery hereunder for the period from the Execution Date until March 31, 2009 shall be established using the average monthly quantities of DHA Martek Product and XXX Xxxxxx Product ordered by PURCHASER in the six (6) calendar months prior to the Execution Date (the “Initial Forecast). Thereafter, not later than December 1 and June 1 of each calendar year during the Term of this Agreement, PURCHASER shall submit to SELLER a non-binding forecast of the quantity and expected delivery dates of DHA Martek Product and XXX Xxxxxx Product that PURCHASER estimates in good faith that it will order on behalf of itself and its Affiliates for delivery under this Agreement during the four (4) quarters commencing on the immediately succeeding January 1 and July 1, respectively (each such forecast, a “Rolling Forecast”). The Initial Forecast and the Rolling Forecasts will be good-faith, best estimates of requirements set forth and shall not be considered a firm commitment. * The asterisk denotes that confidential portions of this exhibit have been omitted in Exhibit Areliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. 2.2.2 Except for Purchase Orders submitted by PURCHASER but not fulfilled as of the Execution Date, purchase orders (each a “Purchase Order”) for each order of DHA Martek Product and XXX Xxxxxx Product shall be placed by PURCHASER to SELLER at least ten sixty (1060) days but no more than one hundred twenty (120) days prior to the first day required date of each calendar quarter during delivery of such Martek Product to PURCHASER. Each Purchase Order shall specify the Initial Term and any renewal term, Tutogen shall provide AlloSource with a written non-binding forecast as to Tutogen’s estimated requirements of Products for each of the following twelve shipping destination (12) calendar months, the first three (3) months of which shall be binding. On or before in the first day of each monthTerritory), Tutogen shall issue binding orders for such month and required delivery date, for the quantities Martek Product ordered therein. SELLER shall accept each Purchase Order from PURCHASER placed in accordance with this Section 2.2.2 for up to * of Products set forth the relevant volumes specified for the applicable month in the Initial Forecast or, if a Rolling Forecast has been provided, the most recent Rolling Forecast provided by PURCHASER as of the time of the placement of such forecastPurchase Order. AlloSource SELLER shall have five acknowledge all Purchase Orders submitted in accordance with Section 2.2.2 within ten (510) business days to notify Tutogen of rejection SELLER’s receipt of such binding order and reason for such rejectionPurchase Orders. If no notice of rejection is given within such five (5) business day period, the binding order Purchase Orders submitted by PURCHASER in accordance with this Agreement which have been acknowledged in writing by SELLER shall be considered accepted by AlloSource. AlloSource shall make reasonable business efforts to fill such as firm and binding orders within thirty (30subject to the terms of this Agreement) daysand shall only be canceled or amended by mutual written agreement of the Parties. For the avoidance of doubt, but SELLER shall not reject any Purchase Order submitted by PURCHASER in accordance with Section 2.2.2. 2.2.3 SELLER shall fulfill by the required delivery date set forth therein each Purchase Order acknowledged pursuant to Section 2.2.2; provided that SELLER shall have no later than ninety (90) days liability for any breach of such binding orders. If AlloSource this Section 2.2.3 unless and until SELLER fails to fill deliver in accordance with Section 2.4 *as relevant, ordered by PURCHASER for delivery *for a binding order that was accepted particular shipping destination (which aggregate amount for such location for * by AlloSource within ninety (90) days of the date of such binding order, then Tutogen may cancel such binding order and may fill such order from another source. 3.3.2 * In the event that Tutogen does SELLER fails to fulfill any Purchase Order acknowledged pursuant to Section 2.2.2 by the required delivery date, PURCHASER shall provide notice thereof to SELLER and shall use reasonable efforts to do so within *; provided, however, that any failure by PURCHASER to provide such notice within such time period shall not place be a breach of this Agreement or operate or be deemed to limit any remedies available to PURCHASER hereunder. 2.2.4 Purchase Orders for amounts in addition to * of the relevant volumes specified for the applicable calendar month in the Initial Forecast or the most recent Rolling Forecast, as applicable, shall be accepted and accept orders for Products fulfilled by SELLER as is commercially reasonable. 2.2.5 In the event of any conflict between the provisions of this Agreement and any Purchase Order, acknowledgement or invoice, or any additional terms included in accordance any Purchase Order, acknowledgement or invoice, the provisions of this Agreement shall control. All preprinted terms and conditions contained on any Purchase Order, acknowledgement or invoice, or similar document, shall be disregarded. * 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. 2.2.6 In the event that SELLER, at any time during the Term, shall have reason to believe that it will be unable to supply PURCHASER with its requirements of Martek Products, SELLER shall use reasonable efforts to communicate with PURCHASER in a timely manner so as to help PURCHASER ensure there is no interruption in supply to PURCHASER, and the Parties shall thereafter discuss how such shortfall will be resolved. SELLER shall * provide a written notice to PURCHASER (a “Shortfall Notice”) if (a) SELLER will be unable to supply PURCHASER with the minimum monthly requirements specified amount ordered by PURCHASER in Exhibit Aa Purchase Order by the required delivery date set forth therein (whether by reason of a force majeure event or otherwise), Tutogen shall or (b) SELLER concludes that it will be required unable to pay AlloSource the reimbursement fees, in accordance with Section 6 below, for the minimum monthly requirements less the number of Products which are ordered and accepted by Tutogen. 3.3.3 AlloSource may supply and Tutogen shall accept from AlloSource Tissues, Processed Tissues and Allografts in an amount equal to or up to ten percent (10%) greater than the quantities PURCHASER *set forth in Exhibit A hereto the Initial Forecast or a Rolling Forecast, as relevant, for any period for which Purchase Orders may still be placed (i.e., more than sixty (60) days ahead) (whether by reason of a force majeure event or otherwise). Any such Shortfall Notice shall expressly identify itself as a Shortfall Notice and set forth in each binding order (or such higher quantity if mutually agreed in writing). 3.3.4 AlloSource shall ship Products include*. Any notices pursuant to Tutogen at the following address: Tutogen Medical, Inc. 13709 Progress Blvd., Box 19 South Wing Xxxxxxx, XX 00000 3.3.5 Tutogen this Section 2.2.6 shall be responsible for expenses associated with the shipment information purposes only and shall not, by themselves, be used to claim a breach of Products from AlloSource to Tutogen. Risk of loss and title to such Products shall pass to Tutogen upon shipmentthis Agreement. 3.3.6 EXCEPT AS SET FORTH HEREIN, ALLOSOURCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

Forecasts and Orders. 3.3.1 In accordance with the requirements set forth in Exhibit A, at least ten (10a) days prior to the first day of each calendar quarter during the Initial Term and any renewal term, Tutogen shall provide AlloSource with a written non-binding forecast as to Tutogen’s estimated requirements of Products for each of the following twelve (12) calendar months, the first three (3) months of which shall be binding. On or before the first day of each month, Tutogen shall issue binding orders for such month for the quantities of Products set forth in such forecast. AlloSource shall have five (5) business days to notify Tutogen of rejection of such binding order and reason for such rejection. If no notice of rejection is given within such five (5) business day period, the binding order shall be considered accepted by AlloSource. AlloSource shall make reasonable business efforts to fill such binding orders within thirty (30) days, but no later than ninety (90) days of such binding orders. If AlloSource fails to fill a binding order that was accepted by AlloSource within Within ninety (90) days of the date of this Agreement, Jubilant shall provide Trinity with a written list of all APIs manufactured by Jubilant and its Affiliates and that are available for supply by Jubilant to Trigen as Jubilant Products pursuant to this Agreement. Within one hundred twenty (120) days after the date of this Agreement, (i) Jubilant and Trigen shall agree upon the initial Jubilant Products to be supplied by Jubilant to Trigen pursuant to this Agreement, which Jubilant Products shall be set forth on Schedule A attached hereto and signed by each of the parties, and (ii) Trigen shall place a binding purchase order for such Jubilant Products for the third calendar quarter of 2005. (b) Thereafter, not later than thirty (30) business days prior to the start of each calendar quarter during the Term, Trigen shall provide to Jubilant a rolling forecast that estimates the quantity of each Jubilant Product to be purchased by Trigen during the upcoming four calendar quarters. The first calendar quarter of each such forecast will constitute a purchase order from Trigen binding on both parties hereto for the amounts forecasted for each Jubilant Product for such calendar quarter. Except for the first calendar quarter of each such rolling forecast, which constitutes a binding purchase order, then Tutogen may cancel such forecast will constitute an estimate of Trigen’s requirements for each Jubilant Product, which is supplied for the convenience of Jubilant, is non-binding on Trigen, and will not be constitute an order and may fill such order from another sourceof Jubilant Product. 3.3.2 (c) Trigen shall place orders for the Jubilant Products on Trigen’s standard form purchase order on a calendar quarter basis. Each such purchase order must specify each Jubilant Product ordered, the quantity of each Jubilant Product ordered, the place of delivery and the delivery date(s) and the date of shipment which must not be less than thirty (30) days after the date of such purchase order. In the event that Tutogen does not place of a conflict between the terms and accept orders for Products in accordance with conditions of any purchase order and this Agreement, the minimum monthly requirements specified in Exhibit A, Tutogen shall be required to pay AlloSource the reimbursement fees, in accordance with Section 6 below, for the minimum monthly requirements less the number terms and conditions of Products which are ordered and accepted by Tutogenthis Agreement will prevail. 3.3.3 AlloSource may supply and Tutogen shall accept from AlloSource Tissues, Processed Tissues and Allografts in an amount equal to or up to ten percent (10%) greater than the quantities set forth in Exhibit A hereto and set forth in each binding order (or such higher quantity if mutually agreed in writing). 3.3.4 AlloSource shall ship Products to Tutogen at the following address: Tutogen Medical, Inc. 13709 Progress Blvd., Box 19 South Wing Xxxxxxx, XX 00000 3.3.5 Tutogen shall be responsible for expenses associated with the shipment of Products from AlloSource to Tutogen. Risk of loss and title to such Products shall pass to Tutogen upon shipment. 3.3.6 EXCEPT AS SET FORTH HEREIN, ALLOSOURCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

Forecasts and Orders. 3.3.1 In accordance 5.1 Neurex will keep Mallinckrodt reasonably informed of the regulatory development of SNX-111 including the status of clinical trials and filing of the NDA with the requirements set forth in Exhibit AFDA so that Mallinckrodt may anticipate when to prepare for commercial production of an FDA approved SNX- 111. Mallinckrodt shall keep all such information confidential. At the beginning of the Calendar Half-Year starting on April 1, 1997, and at least ten (10) days prior to the first day beginning of each calendar quarter Calendar Half-Year thereafter during the Initial Term and any renewal termterm of this Agreement, Tutogen shall Neurex will provide AlloSource Mallinckrodt with a written non-binding forecast as to Tutogen’s estimated requirements of Products for each of the following twelve (12) calendar month rolling forecast of the quantities of Product that Neurex expects to purchase during each of the next twelve (12) months. The first six (6) months of each forecast shall constitute firm orders deliverable as provided in Section 5.2, except for the first period October 1, 1998 to December 31, 1998 for which the order period will be three (3) months of which shall be bindingmonths. On or before the first day The balance of each month, Tutogen shall issue binding orders for such twelve month for forecast given by Neurex pursuant to this Section 5.1 is not a firm commitment on the part of Neurex to order the quantities of Products the Product set forth in such forecast. AlloSource shall have five (5) business days to notify Tutogen of rejection of such binding order and reason for such rejection. If no notice of rejection is given within such five (5) business day period, the binding order shall be considered accepted by AlloSource. AlloSource shall make reasonable business efforts to fill such binding orders within thirty (30) daystherein, but no later than ninety are given so that Mallinckrodt will have aufficient information upon which to schedule its manufacturing operations so as to be able to meet Neurex's firm orders for the Product that may be placed pursuant to Section 5.2. 5.2 At the beginning of each Calendar Half-Year, Neurex shall submit the six (906) days of such binding orders. If AlloSource fails to fill a binding order that was accepted by AlloSource within ninety (90) days month firm orders in writing for the quantity of the date Product desired by Neurex at least six (6) months prior to the delivery date, except for the period October 1, 1998 to December 31, 1998 for which the order period will be three (3) months, and Mallinckrodt shall supply such quantities of such binding order, then Tutogen may cancel such binding order and may fill such order from another source. 3.3.2 In the event that Tutogen does not place and accept orders for Products Product in accordance with Schedule D attached hereto and made a part hereof. 5.3 Mallinckrodt shall ship the minimum monthly requirements specified Product in Exhibit A, Tutogen shall be required to pay AlloSource the reimbursement fees, a container closure system described in Schedule E attached hereto and made a part hereof at Neurex's expense in accordance with Section 6 belowNeurex's instructions, for the minimum monthly requirements less the number FOB Mallinckrodt's plant. For purposes of Products which are ordered and accepted this Agreement, delivery of Product by TutogenMallinckrodt to Neurex shall be deemed to have taken place upon acceptance of delivery by a Neurex-designated carrier at Mallinckrodt's plant. 3.3.3 AlloSource may supply and Tutogen shall accept from AlloSource Tissues, Processed Tissues and Allografts in an amount equal 5.4 Title to or up to ten percent (10%) greater than the quantities set forth in Exhibit A hereto and set forth in each binding order (or such higher quantity if mutually agreed in writing). 3.3.4 AlloSource shall ship Products to Tutogen at the following address: Tutogen Medical, Inc. 13709 Progress Blvd., Box 19 South Wing Xxxxxxx, XX 00000 3.3.5 Tutogen shall be responsible for expenses associated with the shipment of Products from AlloSource to Tutogen. Risk of loss and title to such Products all finished Product shall pass to Tutogen upon shipmentNeurex on delivery. 3.3.6 EXCEPT AS SET FORTH HEREIN, ALLOSOURCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.