Common use of Orders and Delivery Clause in Contracts

Orders and Delivery. Prior to the transfer of Manufacturing, DEXO shall place its firm orders, either by writing or electronic means (fax or email) for the Product with ULURU by submitting a purchase order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (a) the quantity of the Product ordered for delivery; and (b) the delivery date for that order. Any such purchase order which is in accordance with the terms and conditions of this Agreement shall be deemed to be accepted by ULURU. For all other purchase orders placed by DEXO, unless ULURU notifies DEXO in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ULURU shall be deemed to have accepted such purchase order as a binding order. If ULURU notifies DEXO that it or its Contract Manufacturer is unable to fill a purchase order that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that DEXO delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. DEXO may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product for which Manufacturing has not been completed pursuant to such purchase order at the time that notice of cancellation or modification is received by ULURU; provided that if Manufacturing has commenced but not completed pursuant to such firm purchase order, DEXO shall reimburse ULURU for Material and labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by ULURU; and provided, further, that DEXO shall reimburse ULURU for the actual, reasonable out-of-pocket cost of any other Material purchased by ULURU to fill a cancelled purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in ULURU’s or its Manufacturer’s operations. All Product shall be delivered Ex Works, the Facility and in accordance with DEXO’s instructions. Title, possession and risk of loss shall pass to DEXO upon delivery of Product to DEXO’s designated carrier at the Facility’s loading dock. The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or notice. DEXO reserve the right to split a manufacturing batch into different packaging in line with its regulatory requirements within the territory.

Orders and Delivery. Prior to the transfer of Manufacturing, DEXO 2.4.1 ORADISC shall place its firm orders, either by writing or electronic means (fax or email) orders for the Product with ULURU by submitting a purchase order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (a) the quantity of the Product ordered for delivery; and (b) the delivery date for that order. Any such purchase order which is in accordance with the terms and conditions of this Agreement shall be deemed to be accepted by ULURU. For all other purchase orders placed by DEXOORADISC, unless ULURU notifies DEXO ORADISC in writing within fifteen seven (157) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ULURU shall be deemed to have accepted such purchase order as a binding order. If ULURU notifies DEXO ORADISC that it or its Contract Manufacturer is unable to fill a purchase order that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that DEXO ORADISC delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. DEXO may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product for which Manufacturing has not been completed pursuant to such purchase order at the time that notice of cancellation or modification is received by ULURU; provided that if Manufacturing has commenced but not completed pursuant to such firm purchase order, DEXO shall reimburse ULURU for Material and labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by ULURU; and provided, further, that DEXO shall reimburse ULURU for the actual, reasonable out-of-pocket cost of any other Material purchased by ULURU to fill a cancelled purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in ULURU’s or its Manufacturer’s operations. All Product shall be delivered Ex Works, F.O.B. the Facility and in accordance with DEXOORADISC’s instructions. Title, possession and risk of loss shall pass to DEXO ORADISC upon delivery of Product to DEXOORADISC’s designated carrier at the Facility’s loading dock. The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or notice. DEXO reserve the right to split a manufacturing batch into different packaging in line with its regulatory requirements within the territory.

Orders and Delivery. Prior to the transfer of Manufacturing, DEXO MEDA shall place its firm orders, either by writing or electronic means (fax or email) orders for the Product with ULURU by submitting a purchase order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (a) the quantity of the Product ordered for delivery; and (b) the delivery date for that order. Any such purchase order which is in accordance with the terms and conditions of this Agreement shall be deemed to be accepted by ULURU. For all other purchase orders placed by DEXOMEDA, unless ULURU notifies DEXO MEDA in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ULURU shall be deemed to have accepted such purchase order as a binding order. If ULURU notifies DEXO MEDA that it or its Contract Manufacturer is unable to fill a purchase order that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that DEXO MEDA delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. DEXO MEDA may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product Products for which Manufacturing has not been completed pursuant to such purchase order at the time that notice of cancellation or modification is received by ULURU; provided that if Manufacturing has commenced but not completed pursuant to such firm purchase order, DEXO MEDA shall reimburse ULURU for Material and labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by ULURU; and provided, further, that DEXO MEDA shall reimburse ULURU for the actual, reasonable out-of-pocket cost of any other Material purchased by ULURU to fill a cancelled purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in ULURU’s or its Manufacturer’s operations. All Product Products shall be delivered Ex Works, F.O.B. the Facility and in accordance with DEXOMEDA’s instructions. Title, possession and risk of loss shall pass to DEXO MEDA upon delivery of Product Products to DEXOMEDA’s designated carrier at the Facility’s loading dock. The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or notice. DEXO reserve the right to split a manufacturing batch into different packaging in line with its regulatory requirements within the territory.

Orders and Delivery. Prior to the transfer of Manufacturing, DEXO 2.4.1. ALTRAZEAL shall place its firm orders, either by writing or electronic means (fax or email) orders for the Product with ULURU by submitting a purchase order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (a) the quantity of the Product ordered for delivery; and (b) the delivery date for that order. Any such purchase order which is in accordance with the terms and conditions of this Agreement shall be deemed to be accepted by ULURU. For all other purchase orders placed by DEXOALTRAZEAL, unless ULURU notifies DEXO ALTRAZEAL in writing within fifteen seven (157) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ULURU shall be deemed to have accepted such purchase order as a binding order. If ULURU notifies DEXO ALTRAZEAL that it or its Contract Manufacturer is unable to fill a purchase order that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that DEXO ALTRAZEAL delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. DEXO may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product for which Manufacturing has not been completed pursuant to such purchase order at the time that notice of cancellation or modification is received by ULURU; provided that if Manufacturing has commenced but not completed pursuant to such firm purchase order, DEXO shall reimburse ULURU for Material and labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by ULURU; and provided, further, that DEXO shall reimburse ULURU for the actual, reasonable out-of-pocket cost of any other Material purchased by ULURU to fill a cancelled purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in ULURU’s or its Manufacturer’s operations. All Product shall be delivered Ex Works, F.O.B. the Facility and in accordance with DEXOALTRAZEAL’s instructions. Title, possession and risk of loss shall pass to DEXO ALTRAZEAL upon delivery of Product to DEXOALTRAZEAL’s designated carrier at the Facility’s 's loading dock. The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or notice. 2.4.2. DEXO reserve Based on the right yearly Forecast provided by ALTRAZEAL to split a manufacturing batch into different packaging in line with its regulatory requirements within ULURU according to Article 2.3 the territory.following minimum order quantities will apply:

Orders and Delivery. Prior to the transfer of Manufacturing, DEXO WYETH shall place its firm orders, either by writing or electronic means (fax or email) orders for the Product with ULURU ACCESS by submitting a purchase order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (a) the quantity of the Product ordered for delivery; and (b) the delivery date for that order. Any such purchase order which is in accordance with the terms and conditions of this Agreement shall be deemed to be accepted by ULURUACCESS. For all other purchase orders placed by DEXOWYETH, unless ULURU ACCESS notifies DEXO WYETH in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ULURU ACCESS shall be deemed to have accepted such purchase order as a binding order. If ULURU ACCESS notifies DEXO WYETH that it or its Contract Manufacturer is unable to fill a purchase order that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ULURU ACCESS cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that DEXO WYETH delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU ACCESS shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU ACCESS will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU ACCESS is not able to meet such requested delivery date with respect to such order. DEXO * - Confidential portions have been omitted and are on file separately with the Commission. WYETH may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product for which Manufacturing has not been completed pursuant to such purchase order at the time that notice of cancellation or modification is received by ULURUACCESS; provided that if Manufacturing has commenced but not completed pursuant to such firm purchase order, DEXO WYETH shall reimburse ULURU ACCESS for Material and labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by ULURUACCESS; and provided, further, that DEXO WYETH shall reimburse ULURU ACCESS for the actual, reasonable out-of-pocket cost of any other Material purchased by ULURU ACCESS to fill a cancelled purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in ULURU’s or its Manufacturer’s ACCESS's operations. All Product shall be delivered Ex Works, F.O.B. the Facility and in accordance with DEXO’s WYETH's instructions. Title, possession and risk of loss shall pass to DEXO WYETH upon delivery of Product to DEXO’s WYETH's designated carrier at the Facility’s 's loading dock. The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or notice. DEXO reserve the right to split a manufacturing batch into different packaging in line with its regulatory requirements within the territory.

Orders and Delivery. Prior to the transfer of Manufacturing, DEXO 2.4.1 MXXXXX HOLDING shall place its firm orders, either by writing or electronic means (fax or email) orders for the Product with ULURU by submitting a purchase order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (a) the quantity of the Product ordered for delivery; and (b) the delivery date for that order. Any such purchase order which is in accordance with the terms and conditions of this Agreement shall be deemed to be accepted by ULURU. For all other purchase orders placed by DEXOMXXXXX HOLDING, unless ULURU notifies DEXO MXXXXX HOLDING in writing within fifteen seven (157) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ULURU shall be deemed to have accepted such purchase order as a binding order. If ULURU notifies DEXO MXXXXX HOLDING that it or its Contract Manufacturer is unable to fill a purchase order that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that DEXO MXXXXX HOLDING delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. DEXO may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product for which Manufacturing has not been completed pursuant to such purchase order at the time that notice of cancellation or modification is received by ULURU; provided that if Manufacturing has commenced but not completed pursuant to such firm purchase order, DEXO shall reimburse ULURU for Material and labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by ULURU; and provided, further, that DEXO shall reimburse ULURU for the actual, reasonable out-of-pocket cost of any other Material purchased by ULURU to fill a cancelled purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in ULURU’s or its Manufacturer’s operations. All Product shall be delivered Ex Works, F.O.B. the Facility and in accordance with DEXOMXXXXX HOLDING’s instructions. Title, possession and risk of loss shall pass to DEXO MXXXXX HOLDING upon delivery of Product to DEXOMXXXXX HOLDING’s designated carrier at the Facility’s loading dock. The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or notice. DEXO reserve . 2.4.2 Based on the right yearly Forecast provided by MXXXXX HOLDING to split a manufacturing batch into different packaging in line with its regulatory requirements within ULURU according to Article 2.3 the territory.following minimum order quantities will apply: