Common use of Order and Acceptance Clause in Contracts

Order and Acceptance. On a month-to-month and FreeStyle -------------------- Product-by-FreeStyle Product basis, Nipro shall submit orders for units of FreeStyle Products so that such orders are received *** Confidential treatment requested by TheraSense *** prior to its requested date of receipt of such units of FreeStyle Products. Unless otherwise mutually agreed, Nipro shall be obligated to purchase each month *** the amount of FreeStyle Products forecasted for such month in its current Forecast ("Binding Forecasts"). No order shall be binding upon TheraSense until accepted by TheraSense in writing but TheraSense agrees to accept Nipro's purchase orders for quantities of FreeStyle Products ordered by Nipro in a month *** the Binding Forecast for such month. Once accepted by TheraSense, Nipro may cancel or reschedule purchase orders for FreeStyle Products only with TheraSense's prior written approval. Nipro will use commercially reasonable efforts to place orders for FreeStyle Products in an even and regular fashion so as to allow for efficient scheduling of FreeStyle Products production and warehousing. In the event TheraSense receives a purchase order *** in advance of the requested receipt date or for a quantity that is *** the Binding Forecast for a month, TheraSense will use commercially reasonable best efforts to ship such FreeStyle Products to Nipro on the date and in the quantity requested by Nipro; provided, TheraSense shall have no liability to Nipro with respect to such orders that do not meet the requirement of this Section 5.4 and are not accepted by TheraSense.

Order and Acceptance. On a month-to-month and FreeStyle -------------------- Product-by-FreeStyle Product basis, Nipro shall submit orders for units of FreeStyle Products so that such orders are received *** Confidential treatment requested by TheraSense at least *** prior to its requested date of receipt of such units of FreeStyle Products. Unless otherwise mutually agreed, Nipro shall be obligated to purchase each month no less than *** of the amount of FreeStyle Products forecasted for such month in its current Forecast ("Binding Forecasts"). No order shall be binding upon TheraSense until accepted by TheraSense in writing but TheraSense agrees to accept Nipro's purchase orders for quantities of FreeStyle Products ordered by Nipro in a month up to *** of the Binding Forecast for such month. Once accepted by TheraSense, Nipro may cancel or reschedule purchase orders for FreeStyle Products only with TheraSense's prior written approval. Nipro will use commercially reasonable efforts to place orders for FreeStyle Products in an even and regular fashion so as to allow for efficient scheduling of FreeStyle Products production and warehousing. In the event TheraSense receives a purchase order less than *** in advance of the requested receipt date or for a quantity that is greater than *** of the Binding Forecast for a month, TheraSense will use commercially reasonable best efforts to ship such FreeStyle Products to Nipro on the date and in the quantity requested by Nipro; provided, TheraSense shall have no liability to Nipro with respect to such orders that do not meet the requirement of this Section 5.4 and are not accepted by TheraSense.

Order and Acceptance. On a month-to-month and FreeStyle -------------------- Product-by-FreeStyle Product basis, Nipro 4.4.1 Disetronic shall submit orders for units of FreeStyle Products so that such orders are received *** Confidential treatment requested by TheraSense at least *** prior to its the requested shipment date of receipt of such units of FreeStyle Products. Unless otherwise mutually agreed, Nipro Disetronic shall be obligated to purchase each month *** the amount of FreeStyle Products forecasted for such month in its current Forecast ("Binding Forecasts"). No order shall be binding upon TheraSense until accepted by TheraSense in writing but TheraSense agrees is obligated to accept NiproDisetronic's purchase orders for within five (5) working days after receipt thereof provided that the quantities of FreeStyle Products ordered by Nipro Disetronic in a month calendar quarter are *** the full amount requested -8- Initials: ____ ____ *** CONFIDENTIAL TREATMENT REQUESTED by Disetronic in the Binding Forecast Forecasts for such monthcalendar quarter ("Accepted Quantity") and such order is received by TheraSense at least *** prior to the requested shipment date. Subject to the foregoing, no order for quantities greater than a given Accepted Quantity shall be binding upon TheraSense unless and until accepted by TheraSense in writing, and TheraSense shall have no liability to Disetronic with respect to purchase orders that are not accepted. For example: if Disetronic delivers a Forecast on April 1, 2001, requesting 1000 units of Freestyle Product with SKU Number XYZ for the calendar quarter beginning July 1, 2001, then Disetronic shall be obligated to purchase *** such FreeStyle Product with SKU Number XYZ in the calendar quarter beginning July 1, 2001; and, TheraSense shall accept Disetronic's purchase order in such calendar quarter, provided that TheraSense received the purchase order *** in advance of the requested shipment date, and further provided that the quantity of such FreeStyle Products with SKU Number XYZ ordered by Disetronic for the calendar quarter beginning July 1, 2001 is not greater than ***. 4.4.2 Once accepted by TheraSense, Nipro Disetronic may cancel or reschedule purchase orders for FreeStyle Products only with TheraSense's prior written approval. Nipro Disetronic will use commercially reasonable efforts to place orders for FreeStyle Products in an even and regular fashion so as to allow for efficient scheduling of FreeStyle Products Product production and warehousing. In the event TheraSense receives a purchase order less than *** in advance of the requested receipt shipment date or for a quantity that is *** above the Binding Forecast for a monthForecasts, TheraSense will use commercially reasonable best efforts to ship such FreeStyle Products to Nipro Disetronic on the date and in the quantity requested by Nipro; providedDisetronic. 4.4.3 TheraSense shall promptly inform Disetronic when it expects a shipment of an Accepted Quantity to Disetronic to be delayed. In the event that TheraSense fails to have available for shipment to Disetronic substantially all quantities of FreeStyle Products specified in an Accepted Quantity *** after the requested shipment date specified in such Accepted Quantity, TheraSense shall have no liability agrees to Nipro with respect credit to Disetronic *** of the ordered but undelivered FreeStyle Products in such orders that do not meet the requirement of this Section 5.4 and are not accepted by TheraSenseAccepted Quantity.

Order and Acceptance. On a month-to-month and FreeStyle -------------------- Product-by-FreeStyle Product basis, Nipro 4.4.1 Disetronic shall submit orders for units of FreeStyle Products so that such orders are received *** Confidential treatment requested by TheraSense at least *** prior to its the requested shipment date of receipt of such units of FreeStyle Products. Unless otherwise mutually agreed, Nipro Disetronic shall be obligated to purchase each month no less than *** of the amount of FreeStyle Products forecasted for such month in its current Forecast ("Binding Forecasts"). No order shall be binding upon TheraSense until accepted by TheraSense in writing but TheraSense agrees is obligated to accept NiproDisetronic's purchase orders for within five (5) working days after receipt thereof provided that the quantities of FreeStyle Products ordered by Nipro Disetronic in a month calendar quarter are not greater than *** above the full amount requested -8- Initials: ____ ____ *** CONFIDENTIAL TREATMENT REQUESTED by Disetronic in the Binding Forecast Forecasts for such monthcalendar quarter ("Accepted Quantity") and such order is received by TheraSense at least *** prior to the requested shipment date. Subject to the foregoing, no order for quantities greater than a given Accepted Quantity shall be binding upon TheraSense unless and until accepted by TheraSense in writing, and TheraSense shall have no liability to Disetronic with respect to purchase orders that are not accepted. For example: if Disetronic delivers a Forecast on April 1, 2001, requesting 1000 units of Freestyle Product with SKU Number XYZ for the calendar quarter beginning July 1, 2001, then Disetronic shall be obligated to purchase no less than *** of such FreeStyle Product with SKU Number XYZ in the calendar quarter beginning July 1, 2001; and, TheraSense shall accept Disetronic's purchase order in such calendar quarter, provided that TheraSense received the purchase order *** in advance of the requested shipment date, and further provided that the quantity of such FreeStyle Products with SKU Number XYZ ordered by Disetronic for the calendar quarter beginning July 1, 2001 is not greater than ***. 4.4.2 Once accepted by TheraSense, Nipro Disetronic may cancel or reschedule purchase orders for FreeStyle Products only with TheraSense's prior written approval. Nipro Disetronic will use commercially reasonable efforts to place orders for FreeStyle Products in an even and regular fashion so as to allow for efficient scheduling of FreeStyle Products Product production and warehousing. In the event TheraSense receives a purchase order less than *** in advance of the requested receipt shipment date or for a quantity that is greater than *** above the Binding Forecast for a monthForecasts, TheraSense will use commercially reasonable best efforts to ship such FreeStyle Products to Nipro Disetronic on the date and in the quantity requested by Nipro; providedDisetronic. 4.4.3 TheraSense shall promptly inform Disetronic when it expects a shipment of an Accepted Quantity to Disetronic to be delayed. In the event that TheraSense fails to have available for shipment to Disetronic substantially all quantities of FreeStyle Products specified in an Accepted Quantity within *** after the requested shipment date specified in such Accepted Quantity, TheraSense shall have no liability agrees to Nipro with respect credit to Disetronic *** of the aggregate *** of the ordered but undelivered FreeStyle Products in such orders that do not meet the requirement of this Section 5.4 and are not accepted by TheraSenseAccepted Quantity.