Common use of Form of Orders Clause in Contracts

Form of Orders. XERIS’s orders shall be made pursuant to a written purchase order (each, a “Purchase Order”) that specifies, at a minimum, quantity of API ordered, date of order, date of delivery, addresses for delivery, contact information at delivery sites, and required carriers with account numbers, one of which must be utilized for delivery to the specified destinations. BACHEM shall use commercially reasonable efforts to achieve a maximum lead time of no more than [***] to complete and deliver an order. BACHEM shall accept all orders XERIS submits to BACHEM in accordance with this Article 2. BACHEM shall provide to XERIS written notice of BACHEM’s acceptance (each, an “Acceptance Notice” of each Purchase Order within [***] of BACHEM’s receipt of such Purchase Order and each such Acceptance Notice shall include confirmation of the delivery date of the applicable quantity of API; provided that to the extent no delivery date is included in an Acceptance Notice issued by BACHEM or BACHEM fails to issue an Acceptance Notice within the applicable time period, the order shall be deemed accepted by BACHEM and the applicable delivery date shall be deemed to be the delivery date specified by XERIS in the corresponding Purchase Order. Except as to the quantity of API, delivery date and delivery location specified in a Purchase Order which shall be binding on the Parties, NO TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER, ORDER ACKNOWLEDGMENT OR SIMILAR STANDARDIZED FORM SHALL BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF THIS AGREEMENT, AND ALL SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDED.

Form of Orders. XERISMRK’s orders shall be made pursuant to a written purchase order in the form customarily used by MRK (each, a “Purchase Order”) that specifies, at a minimum, quantity of API ordered, date of order, date of delivery, addresses for delivery, contact information at delivery sites), and required carriers with account numbers, one of which must shall be utilized for delivery to the specified destinations. BACHEM shall use commercially reasonable efforts to achieve a maximum lead time of no more than [***] to complete and deliver an order. BACHEM shall accept all orders XERIS submits to BACHEM submitted in accordance with this Article 2Sections 10.5, and provide for shipment in accordance with reasonable delivery schedules and lead times as may be agreed upon from time to time by ArcherDX and MRK. BACHEM shall provide to XERIS written notice of BACHEM’s acceptance ArcherDX shall, within ten (each, an “Acceptance Notice” of each Purchase Order within [***] of BACHEM’s 10) Business Days after receipt of such Purchase Order, either acknowledge and accept such Purchase Order and each or notify MRK that it is unable to accept such Acceptance Notice shall include confirmation of the delivery date of the applicable quantity of API; provided that to the extent no delivery date is included in an Acceptance Notice issued by BACHEM or BACHEM fails to issue an Acceptance Notice within the applicable time period, the order shall be deemed accepted by BACHEM and the applicable delivery date shall be deemed to be the delivery date specified by XERIS in the corresponding Purchase Order. Except as If ArcherDX is unable to accept any Purchase Order, the quantity Parties shall consult on what modifications need to be made to such Purchase Order so that ArcherDX can accept it. For the avoidance of APIdoubt, delivery date and delivery location specified in the Project Agreement will contain an estimate on the amount of Product required for the Clinical Trials. ArcherDX may withhold acceptance of a Purchase Order which if such Purchase Order materially differs (i) from the amounts of Product originally agreed upon in the Project Agreement, or (ii) from the requirements of Article 10. Unless otherwise specified, all references to Purchase Orders in this Agreement shall be binding on the Parties, NO refer to Purchase Orders acknowledged and accepted by ArcherDX pursuant to this Section. ANY ADDITIONAL OR INCONSISTENT TERMS OR CONDITIONS CONTAINED IN OF ANY PURCHASE ORDER, ORDER ACKNOWLEDGMENT OR SIMILAR STANDARDIZED FORM GIVEN OR RECEIVED PURSUANT TO THIS AGREEMENT OR A PROJECT AGREEMENT SHALL BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF THIS AGREEMENT, HAVE NO EFFECT AND ALL SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDED.

Form of Orders. XERISRAPTOR’s orders shall be made pursuant to a written purchase order (each, a “Purchase Order”) that specifies, at a minimum, quantity of API ordered, date of order, date of delivery, addresses for delivery, contact information at delivery sites, specifies [***]; provided that the maximum lead time shall not [***] unless otherwise mutually agreed and required carriers with account numbers, one of which must be utilized for delivery to the specified destinations. BACHEM CAMBREX shall use commercially reasonable efforts to achieve a maximum lead time of no more than [***] ]. RAPTOR is informed and understands that production of the API is scheduled based upon demand, and no campaign for production of the API will be scheduled until a firm Purchase Order is placed. To the extent a particular Purchase Order issued by RAPTOR pursuant to complete and deliver an orderthis Section 2.3.2 is for less than a full lot of API (or a multiple thereof), upon CAMBREX’s reasonable written request, RAPTOR will confirm its acceptance to increase the applicable Purchase Order to a full lot of API (or the nearest whole multiple thereof). BACHEM Subject to the preceding sentence, CAMBREX shall accept all orders XERIS RAPTOR submits to BACHEM CAMBREX in accordance with this Article 2. BACHEM CAMBREX shall provide to XERIS RAPTOR written notice of BACHEMCAMBREX’s acceptance (each, an “Acceptance Notice” ”) of each Purchase Order within [***] of BACHEMCAMBREX’s receipt of such Purchase Order and each such Acceptance Notice notice shall include confirmation of the delivery date of the applicable quantity of API; provided that to the extent no delivery date is included in an Acceptance Notice issued by BACHEM CAMBREX or BACHEM CAMBREX fails to issue an Acceptance Notice within the applicable time period, the order shall be deemed accepted by BACHEM and the applicable delivery date shall be deemed to be the delivery date specified by XERIS RAPTOR in the corresponding Purchase Order. Except as to the quantity of API, delivery date and delivery location specified in a Purchase Order which shall be binding on the Parties, NO TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER, ORDER ACKNOWLEDGMENT OR SIMILAR STANDARDIZED FORM SHALL BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF THIS AGREEMENT, AND ALL SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDED.

Form of Orders. XERISHUMACYTE’s orders shall be made pursuant to a written purchase order orders with respect to Products to be delivered in any [***] (each, a “Purchase Order”) that specifies, at a minimum, specify the quantity of API orderedProducts, date delivery location and delivery dates in accordance with the terms of orderthis Agreement. Simultaneously with the delivery of each Forecast to Supplier under Section 2.2, date HUMACYTE shall deliver to Supplier a Purchase Order for any Product quantities in the first [***] of delivery, addresses such Forecast for delivery, contact information at delivery sites, which Purchase Orders have not already been submitted in [***]. Supplier shall accept and required carriers fulfill such Purchase Orders from HUMACYTE with account numbers, one respect to quantities of which must be utilized for delivery to Product consistent with the specified destinations. BACHEM [***] of the applicable-Forecast and shall use commercially reasonable efforts to achieve a maximum lead time accept and fulfill Purchase Orders with respect to quantities of no more than Product in excess of the [***] of the applicable Forecast (“Excess Product”), in each case subject to complete the terms and deliver an orderconditions of this Agreement. BACHEM shall accept all orders XERIS submits to BACHEM in accordance with this Article 2. BACHEM shall provide to XERIS written notice of BACHEM’s acceptance (each, an “Acceptance Notice” of each In the event a Purchase Order is for a quantity of Product smaller than the binding [***] of a Forecast for the corresponding time period, or in the event HUMACYTE fails to timely submit to supplier a Purchase Order, HUMACYTE shall be required to pay to Supplier the Price for the Products not ordered that were included in the corresponding portion of the applicable Forecast (“take or pay”), unless otherwise previously agreed in writing by both Parties. Supplier shall promptly notify HUMACYTE in writing of its acceptance or rejection of Purchase Orders to the extent of any Excess Product. Any Purchase Order shall be deemed accepted by Supplier to the extent the quantity of Products ordered equals or is less than the [***] of the applicable Forecast, or to the extent Supplier fails to reject the portion of any Purchase Order for Excess Product within [***] of BACHEMSupplier’s receipt of such Purchase Order and each such Acceptance Notice shall include confirmation of the delivery date of the applicable quantity of API; provided that to the extent no delivery date is included in an Acceptance Notice issued by BACHEM or BACHEM fails to issue an Acceptance Notice within the applicable time period, the order shall be deemed accepted by BACHEM and the applicable delivery date shall be deemed to be the delivery date specified by XERIS in the corresponding Purchase Orderthereof (“Accepted Excess Product”). Except as to the quantity of API, delivery date and delivery location specified in a Purchase Order which shall be binding on the Parties, NO ANY ADDITIONAL TERMS OR CONDITIONS CONTAINED IN OF ANY PURCHASE ORDER, ORDER ACKNOWLEDGMENT ACKNOWLEDGMENT, OR SIMILAR STANDARDIZED FORM GIVEN OR RECEIVED SHALL BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF THIS AGREEMENT, HAVE NO EFFECT AND ALL SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDEDREJECTED.

Form of Orders. XERISSupernus’s orders shall be made pursuant to a written purchase order in accordance with the forecast requirements specified under 2.3.1 (each, a “Purchase Order”) that specifies, at a minimum, quantity of API ordered, date of order, date of delivery, addresses for delivery, contact information at delivery sites, and required carriers with account numbers, one of which must be utilized for delivery to the specified destinations. BACHEM shall use commercially reasonable efforts to achieve a maximum lead time of no more than [***] to complete and deliver an order. BACHEM Bachem shall accept all orders XERIS Supernus submits to BACHEM Bachem in accordance with this Article 22.3.1. BACHEM Bachem shall provide to XERIS Supernus written notice of BACHEMBachem’s acceptance (each, an “Acceptance Notice” of each Purchase Order within [***] of BACHEMBachem’s receipt of such Purchase Order and each such Acceptance Notice shall include confirmation of the delivery date of the applicable quantity of API; provided that to the extent no delivery date is included in an Acceptance Notice issued by BACHEM Bachem or BACHEM Bachem fails to issue an Acceptance Notice within the applicable time period, the order shall be deemed accepted by BACHEM Bachem and the applicable delivery date shall be deemed to be the delivery date specified by XERIS Supernus in the corresponding Purchase Order. Except as to the quantity of API, delivery date and delivery location specified in a Purchase Order which shall be binding on the Parties, NO TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER, ORDER ACKNOWLEDGMENT OR SIMILAR STANDARDIZED FORM SHALL BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF THIS AGREEMENT, AND ALL SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDED.

Form of Orders. XERISRAPTOR’s orders shall be made pursuant to a written purchase order (each, a “Purchase Order”) that specifies, at a minimum, quantity of API ordered, date of order, date of delivery, addresses for delivery, contact information at delivery sites, specifies […***…]; provided that the maximum lead time shall not […***…] unless otherwise mutually agreed and required carriers with account numbers, one of which must be utilized for delivery to the specified destinations. BACHEM CAMBREX shall use commercially reasonable efforts to achieve a maximum lead time of no more than […***] …]. RAPTOR is informed and understands that production of the API is scheduled based upon demand, and no campaign for production of the API will be scheduled until a firm Purchase Order is placed. To the extent a particular Purchase Order issued by RAPTOR pursuant to complete and deliver an orderthis Section 2.3.2 is for less than a full lot of API (or a multiple thereof), upon CAMBREX’s reasonable written request, RAPTOR will confirm its acceptance to increase the applicable Purchase Order to a full lot of API (or the nearest whole multiple thereof). BACHEM Subject to the preceding sentence, CAMBREX shall accept all orders XERIS RAPTOR submits to BACHEM CAMBREX in accordance with this Article 2. BACHEM CAMBREX shall provide to XERIS RAPTOR written notice of BACHEMCAMBREX’s acceptance (each, an “Acceptance Notice” ”) of each Purchase Order within […***…] of BACHEMCAMBREX’s receipt of such Purchase Order and each such Acceptance Notice notice shall include confirmation of the delivery date of the applicable quantity of API; provided that to the extent no delivery date is included in an Acceptance Notice issued by BACHEM CAMBREX or BACHEM CAMBREX fails to issue an Acceptance Notice within the applicable time period, the order shall be deemed accepted by BACHEM and the applicable delivery date shall be deemed to be the delivery date specified by XERIS RAPTOR in the corresponding Purchase Order. Except as to the quantity of API, delivery date and delivery location specified in a Purchase Order which shall be binding on the Parties, NO TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER, ORDER ACKNOWLEDGMENT OR SIMILAR STANDARDIZED FORM SHALL BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF THIS AGREEMENT, AND ALL SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDED.

Form of Orders. XERIS’s orders Edge shall order Product to be made delivered in any Calendar Quarter pursuant to a written purchase order orders (each, a “Purchase Order”) that specifies, at a minimum, specify the quantity of API orderedProduct (expressed as both a number of Batches and a total number of Units based on the Expected Commercially Usable Units per Batch), delivery location and delivery dates in accordance with the terms of this Agreement; provided, that the delivery date specified for any quantity of Product in any Purchase Order shall be at least [**] after the date of order, date the applicable Purchase Order. Oakwood shall accept and fulfill such Purchase Orders from Edge with respect to quantities of delivery, addresses for delivery, contact information at delivery sites, and required carriers with account numbers, one of which must be utilized for delivery Product subject to the specified destinations. BACHEM foregoing sentence and the Maximum Supply Obligation and shall use commercially reasonable efforts to achieve a maximum lead time accept and fulfill, but shall not be liable, if despite such use of no more than [***] commercially reasonable efforts, Oakwood cannot accept and fulfill Purchase Orders with respect to complete and deliver an order. BACHEM shall accept all orders XERIS submits to BACHEM quantities of Product in accordance with this Article 2. BACHEM shall provide to XERIS written notice of BACHEM’s acceptance (each, an “Acceptance Notice” of each Purchase Order within [***] of BACHEM’s receipt of such Purchase Order and each such Acceptance Notice shall include confirmation excess of the delivery date Maximum Supply Obligation (“Excess Product”), in each case subject to the terms and conditions of the applicable quantity this Agreement. Oakwood shall promptly notify Edge in writing of API; provided that its acceptance or rejection of Purchase Orders to the extent no delivery date is included in an Acceptance Notice issued by BACHEM or BACHEM fails to issue an Acceptance Notice within the applicable time period, the order of any Excess Product. Any Purchase Order shall be deemed accepted by BACHEM and Oakwood to the applicable delivery date extent the quantity of Product ordered does not exceed the Maximum Supply Obligation. Any Purchase Order stating a quantity of Product ordered in excess of the Maximum Supply Obligation shall be deemed rejected by Oakwood unless Oakwood delivers to Edge written notice of acceptance of such Purchase Order within seven (7) days of Oakwood’s receipt thereof (such accepted excess, “Accepted Excess Product”). For clarity, (a) any Accepted Excess Product shall be deemed to be have been ordered by Edge hereunder for purposes of determining whether Edge has ordered the delivery date specified Minimum Order Commitment for the applicable Commercial Year pursuant to Section 2.1(a) and (b) with respect to any portion of any Purchase Order for Excess Product rejected by XERIS in the corresponding Purchase Order. Except as Oakwood pursuant to the quantity of APIforegoing sentence, delivery date and delivery location specified in a Purchase Order which notwithstanding such rejection by Oakwood, such rejected portion shall be binding on deemed to have been ordered by Edge hereunder solely for purposes of determining whether Edge has ordered the Parties, NO Percentage Minimum Order Commitment for the applicable Commercial Year pursuant to Section 2.1(a). ANY ADDITIONAL TERMS OR CONDITIONS CONTAINED IN OF ANY PURCHASE ORDER, ORDER ACKNOWLEDGMENT ACKNOWLEDGMENT, OR SIMILAR STANDARDIZED FORM GIVEN OR RECEIVED BY A PARTY SHALL BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF THIS AGREEMENT, HAVE NO EFFECT AND ALL SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDEDREJECTED. If Edge requests changes to any Purchase Order (as documented by a change order in a form reasonably acceptable to both Parties) after receipt thereof by Oakwood, Oakwood shall use commercially reasonable efforts to comply with such changes. If Oakwood is unable to comply with such changes notwithstanding its use of commercially reasonable efforts to do so, it shall not be liable for such inability. [**] Material omitted and separately filed with the Commission under a request for confidential treatment.

Form of Orders. XERISRAPTOR’s orders shall be made pursuant to a written purchase order (each, a “Purchase Order”) that specifies, at a minimum, quantity of API ordered, date of order, date of delivery, addresses for delivery, contact information at delivery sites, specifies [*****]; provided that the maximum lead time shall not [*****] unless otherwise mutually agreed and required carriers with account numbers, one of which must be utilized for delivery to the specified destinations. BACHEM CAMBREX shall use commercially reasonable efforts to achieve a maximum lead time of no more than [***] **]. RAPTOR is informed and understands that production of the API is scheduled based upon demand, and no campaign for production of the API will be scheduled until a firm Purchase Order is placed. To the extent a particular Purchase Order issued by RAPTOR pursuant to complete and deliver an orderthis Section 2.3.2 is for less than a full lot of API (or a multiple thereof), upon CAMBREX’s reasonable written request, RAPTOR will confirm its acceptance to increase the applicable Purchase Order to a full lot of API (or the nearest whole multiple thereof). BACHEM Subject to the preceding sentence, CAMBREX shall accept all orders XERIS RAPTOR submits to BACHEM CAMBREX in accordance with this Article 2. BACHEM CAMBREX shall provide to XERIS - 4 - RAPTOR written notice of BACHEMCAMBREX’s acceptance (each, an “Acceptance Notice” ”) of each Purchase Order within [*****] of BACHEMCAMBREX’s receipt of such Purchase Order and each such Acceptance Notice notice shall include confirmation of the delivery date of the applicable quantity of API; provided that to the extent no delivery date is included in an Acceptance Notice issued by BACHEM CAMBREX or BACHEM CAMBREX fails to issue an Acceptance Notice within the applicable time period, the order shall be deemed accepted by BACHEM and the applicable delivery date shall be deemed to be the delivery date specified by XERIS RAPTOR in the corresponding Purchase Order. Except as to the quantity of API, delivery date and delivery location specified in a Purchase Order which shall be binding on the Parties, NO TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER, ORDER ACKNOWLEDGMENT OR SIMILAR STANDARDIZED FORM SHALL BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF THIS AGREEMENT, AND ALL SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDED.. 2.4

Form of Orders. XERISRAPTOR’s orders shall be made pursuant to a written purchase order (each, a “Purchase Order”) that specifies, at a minimum, quantity of API ordered, date of order, date of delivery, addresses for delivery, contact information at delivery sites, specifies [*****]; provided that the maximum lead time shall not [*****] unless otherwise mutually agreed and required carriers with account numbers, one of which must be utilized for delivery to the specified destinations. BACHEM CAMBREX shall use commercially reasonable efforts to achieve a maximum lead time of no more than [***] **]. RAPTOR is informed and understands that production of the API is scheduled based upon demand, and no campaign for production of the API will be scheduled until a firm Purchase Order is placed. To the extent a particular Purchase Order issued by RAPTOR pursuant to complete and deliver an orderthis Section 2.3.2 is for less than a full lot of API (or a multiple thereof), upon CAMBREX’s reasonable written request, RAPTOR will confirm its acceptance to increase the applicable Purchase Order to a full lot of API (or the nearest whole multiple thereof). BACHEM Subject to the preceding sentence, CAMBREX shall accept all orders XERIS RAPTOR submits to BACHEM CAMBREX in accordance with this Article 2. BACHEM CAMBREX shall provide to XERIS RAPTOR written notice of BACHEMCAMBREX’s acceptance (each, an “Acceptance Notice” ”) of each Purchase Order within [*****] of BACHEMCAMBREX’s receipt of such Purchase Order and each such Acceptance Notice notice shall include confirmation of the delivery date of the applicable quantity of API; provided that to the extent no delivery date is included in an Acceptance Notice issued by BACHEM CAMBREX or BACHEM CAMBREX fails to issue an Acceptance Notice within the applicable time period, the order shall be deemed accepted by BACHEM and the applicable delivery date shall be deemed to be the delivery date specified by XERIS RAPTOR in the corresponding Purchase Order. Except as to the quantity of API, delivery date and delivery location specified in a Purchase Order which shall be binding on the Parties, NO TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER, ORDER ACKNOWLEDGMENT OR SIMILAR STANDARDIZED FORM SHALL BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF THIS AGREEMENT, AND ALL SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDED.