Common use of Orders and Forecasts Clause in Contracts

Orders and Forecasts. On or before December 31, 1999 and not -------------------- less than fifteen days prior to the first day of each calendar quarter thereafter, (15 March, 15 June, 15 September, 15 December) Xxxxxxxx shall submit to Proton the following: (a) A firm, irrevocable written Purchase Order for the Systems to be purchased by Xxxxxxxx each month during the subject calendar quarter specifying the quantities of each model of the Systems to be purchased. All such Purchase Orders shall be for at least [*****] of the quantities listed in the Forecast submitted during the preceding quarter, and during the Exclusivity Period all such Purchase Orders shall cover a minimum of [*****] of the then applicable annual Minimum Purchase Requirements. Proton shall not be required to accept or fill (a) any Purchase Order to the extent such Purchase Order exceeds (i) [*****]of the quantities estimated in the Forecast for the subject quarter submitted by Xxxxxxxx prior to the beginning of the calendar quarter then ended, or (ii) [*****] of the largest quantities purchased by Xxxxxxxx during any previous calendar quarter during the term of this Agreement; or (b) any supplemental or additional Purchase Order which is submitted during any quarter after the initial purchase order for the subject quarter is placed. In no event shall Proton be required to accept or fill any Purchase Order submitted by Xxxxxxxx pursuant to this Agreement unless all amounts payable to Proton hereunder have been paid in full when due. This Agreement and the terms and conditions hereof shall prevail over any inconsistent or additional terms set forth in any Purchase Order. (b) With the submission of each Purchase Order, Xxxxxxxx shall provide a quarterly written forecast of Systems required ("Forecast") for the subsequent three calendar quarters following the purchase order period. Such Forecast shall indicate the number of units required by System type for each quarter. At any time during the term of this Agreement, if Xxxxxxxx plans to place Purchase Orders for the Systems in quantities which vary significantly from those set forth in its most recent Forecast, then Xxxxxxxx shall use reasonable efforts to update such Forecast sufficiently in advance to enable Proton to timely fill all purchase orders placed. Each Forecast shall supersede the terms of the prior Forecast, provided, that no Forecast shall vary the terms of -------- any purchase order without the written consent of Proton (which consent shall not be unreasonably withheld). *****CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.*****

Orders and Forecasts. On or before December 31, 1999 and not -------------------- less than fifteen days prior to Zogenix shall provide Patheon with the first day of each calendar quarter thereafter, (15 March, 15 June, 15 September, 15 December) Xxxxxxxx shall submit to Proton the following:following:- (a) A firmwritten non-binding [***] ([***]) [***] forecast, irrevocable written Purchase Order broken down by month for [***] and [***], of the volume for each Product that Zogenix then anticipates will be required to be produced and delivered to Zogenix during that [***] ([***]) [***] period. The format of the non-binding [***] ([***]) [***] forecast will be as per the forecast model in Schedule E. Such non-binding forecast will be updated by Zogenix [***] on a rolling basis. (b) Prior to tiered pricing being agreed, Zogenix shall, on or before the fifteenth (15th) day of each calendar month, provide Firm Orders to Patheon for the Systems Products to be purchased produced and delivered to Zogenix for a period of not less than [***] ([***]) [***] from the first day of the calendar month immediately following the month that the Firm Order is submitted. Such Firm Orders submitted to Patheon shall specify the Zogenix purchase order number, order quantities by Xxxxxxxx each month during Product type, delivery date and any other elements necessary to ensure the subject calendar quarter specifying timely production and delivery of the Products. The quantities of each model of the Systems to be purchased. All such Purchase Products ordered via Firm Orders shall be binding on Zogenix and shall not be subject to reduction. Zogenix may request the cancellation of a Firm Order, but the acceptance of such cancellation shall be at the sole discretion of Patheon. (c) When tiered pricing has been agreed between the Parties, Zogenix shall, on or before the fifteenth (15th) day of each calendar month, provide firm written orders (“Firm Orders”) to Patheon for at least the Products to be produced and delivered to Zogenix for a period of not less than [***] ([***]) [***] from the first day of the calendar month immediately following the month that the Firm Order is submitted. Such Firm Orders submitted to Patheon shall specify the Zogenix purchase order number, order quantities by Product type, delivery date and any other elements necessary to ensure the timely production and delivery of the Products. The quantities of Products ordered via Firm Orders shall be binding on Zogenix and shall not be subject to reduction. Zogenix may request the cancellation of a Firm Order, but the acceptance of such cancellation shall be at the sole discretion of Patheon. For the avoidance of doubt, in the event that Firm Orders are cancelled by Zogenix and such cancellation is accepted by Patheon, then Patheon shall be entitled to charge Zogenix an amount equivalent to the unabsorbed fixed costs associated with the reduction in expected Firm Orders provided that Patheon uses reasonable commercial efforts to mitigate such costs. For the purposes of this paragraph 5.2(b), it will be considered that Patheon’s fixed costs are equal to [***] of the quantities listed in Service Fee that would have been payable had the Forecast submitted during the preceding quarter, and during the Exclusivity Period all such Purchase Orders shall cover a minimum of [cancelled Firm order been fulfilled. *****] of * Certain information on this page has been omitted and filed separately with the then applicable annual Minimum Purchase RequirementsCommission. Proton shall not be required to accept or fill (a) any Purchase Order Confidential treatment has been requested with respect to the extent such Purchase Order exceeds omitted portions. (id) [*****]of In the quantities estimated event Zogenix requires Manufacturing and Support Services for which a Support Fee is due as contemplated in the Forecast for the subject quarter submitted by Xxxxxxxx Section 2.1 above, then Patheon shall provide Zogenix with a quotation which shall be agreed prior to the beginning of the calendar quarter then ended, or (ii) [*****] of the largest quantities purchased such Manufacturing and Support Services being undertaken by Xxxxxxxx during any previous calendar quarter during the term of this Agreement; or (b) any supplemental or additional Purchase Order which is submitted during any quarter after the initial Patheon and Zogenix shall provide Patheon with a purchase order for the subject quarter is placed. In no event shall Proton be required to accept or fill any Purchase Order submitted by Xxxxxxxx pursuant to this Agreement unless all amounts payable to Proton hereunder have been paid in full when due. This Agreement and the terms and conditions hereof shall prevail over any inconsistent or additional terms set forth in any Purchase Ordersame. (b) With the submission of each Purchase Order, Xxxxxxxx shall provide a quarterly written forecast of Systems required ("Forecast") for the subsequent three calendar quarters following the purchase order period. Such Forecast shall indicate the number of units required by System type for each quarter. At any time during the term of this Agreement, if Xxxxxxxx plans to place Purchase Orders for the Systems in quantities which vary significantly from those set forth in its most recent Forecast, then Xxxxxxxx shall use reasonable efforts to update such Forecast sufficiently in advance to enable Proton to timely fill all purchase orders placed. Each Forecast shall supersede the terms of the prior Forecast, provided, that no Forecast shall vary the terms of -------- any purchase order without the written consent of Proton (which consent shall not be unreasonably withheld). *****CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.*****

Orders and Forecasts. On or before December 31, 1999 and not -------------------- less than fifteen days prior to the first day of each calendar quarter thereafter, (15 March, 15 June, 15 September, 15 December) Xxxxxxxx shall submit to Proton the following: (a) A firmUpon execution of this agreement, irrevocable written Purchase Order Sonus shall supply Gensia Sicor with a Forecast for the Systems to be purchased by Xxxxxxxx each month during the subject calendar quarter specifying the quantities of each model of the Systems to be purchasedProduct, and update it [ * ]. All such Purchase Orders shall be for at least [*****] of the quantities listed in For clinical Product Gensia Sicor acknowledges that the Forecast submitted during the preceding quarter, is an estimate and during the Exclusivity Period all such Purchase Orders shall cover a minimum of [*****] of the then applicable annual Minimum Purchase Requirements. Proton shall not be required to accept or fill (a) any Purchase Order to the extent such Purchase Order exceeds (i) [*****]of the quantities estimated in the Forecast for the subject quarter submitted by Xxxxxxxx prior to the beginning of the calendar quarter then ended, or (ii) [*****] of the largest quantities purchased by Xxxxxxxx during any previous calendar quarter during the term of this Agreement; or (b) any supplemental or additional Purchase Order which is submitted during any quarter after the initial purchase order for the subject quarter is placed. In no event shall Proton be required to accept or fill any Purchase Order submitted by Xxxxxxxx pursuant to this Agreement unless all amounts payable to Proton hereunder have been paid in full when due. This Agreement and the terms and conditions hereof shall prevail over any inconsistent or additional terms set forth in any Purchase Orderbinding. (b) With At least [ * ] prior to the first forecasted commercial sale of the Product, and thereafter [ * ], Sonus shall supply Gensia Sicor with a rolling Forecast of the quantities of the Product Sonus intends to order during the following [ * ] period. Estimated demand for Product shall be communicated [ * ]. The first [ * ] of the Forecast shall constitute a firm order and a binding commitment. The last [ * ] of each Forecast shall constitute a good faith estimate of expected orders for the Product to assist Gensia Sicor with production planning. (c) In addition to a rolling [ * ] Forecast, Sonus shall supply Gensia Sicor with a Master Forecast on the following schedule: 1. [ * ] prior to commercial launch, then; 2. Prior to either [ * ], whichever comes first, then; 3. [ * ] after the latest submission of the Master Forecast, then; 4. Prior to [ * ] in all subsequent years Sonus' purchase obligation shall be [ * ] of the [ * ] Forecasted in each Master Forecast. Should the number of [ * ] ordered by Sonus in any [ * ] be less than [ * ] of the [ * ] forecasted in the Master Forecast, Sonus shall pay Gensia Sicor [ * ] of the then current [ * ] as set forth in Exhibit J for each [ * ] not supplied. If any failure to meet the purchase obligation under the Master Forecast results from cancellation of any order for which a fee is payable under subparagraph (h) below, the total fee payable for any [ * ] not supplied shall be [ * ]. (d) Sonus shall place each Purchase Order with Gensia Sicor for Product to be delivered hereunder at least [ * ] prior to the requested delivery date specified in each respective Purchase Order. Gensia Sicor will deliver written confirmation of receipt of each Purchase Order and the anticipated delivery date of Product to Sonus within [ * ] of receipt by Gensia Sicor. Sonus shall be obligated to purchase all Product ordered and delivered by the specified delivery date. (e) Gensia Sicor may reject any Purchase Order that exceeds [ * ] of the [ * ] forecasted in the Master Forecast. No rejection shall be effective unless in writing and delivered to Sonus within [ * ] of Gensia Sicor's receipt of Sonus' Purchase Order, Xxxxxxxx shall provide a quarterly written forecast . Gensia Sicor will use commercially reasonable efforts to meet Sonus' requests for [ * ] in excess of Systems required ("Forecast") for the subsequent three calendar quarters following the purchase order period. Such Forecast shall indicate the number of units required by System type for each quarter. At any time during the term of this Agreement, if Xxxxxxxx plans to place Purchase Orders for the Systems in quantities which vary significantly from those set forth in its most recent Forecast, then Xxxxxxxx shall use reasonable efforts to update such Forecast sufficiently in advance to enable Proton to timely fill all purchase orders placed. Each Forecast shall supersede the terms of the prior Master Forecast, provided, however, that no Forecast breach of this Agreement shall vary occur if Gensia Sicor, despite its commercially reasonable efforts, is unable to supply such quantities of Product to Sonus. (f) Each Purchase Order for Product shall be governed by the terms of this Agreement and none of the provisions of such Purchase Order shall be applicable except those specifying quantity ordered, delivery dates, special shipping instructions and invoice information. (g) Sonus shall have the right to audit Gensia Sicor's records during normal business hours, from time to time, to confirm that the provisions of this Agreement are being applied as specified. (h) In the event Sonus cancels or postpones Processing prior to the manufacturing date communicated to Sonus pursuant to this Section 8.7, Gensia Sicor shall use commercially reasonable efforts to reschedule the postponed order to a date agreeable to both Parties. If Sonus does not reschedule the date of manufacture to a date within [ * ] of the originally scheduled date, the Purchase Order shall be considered cancelled. Sonus may postpone a Purchase Order [ * ]. Sonus shall reimburse Gensia Sicor for all unique supplies and components acquired for Sonus in the event of cancellation of any manufacturing run. If a manufacturing date is cancelled or postponed by Sonus, Sonus may be charged a cancellation fee in accordance with the following: -------- any purchase order without * Omitted pursuant to Rule 24b-2 and filed separately with the written consent Commission. ---------------------------------------------- -------------------------------- CANCELLATION / POSTPONEMENT FEE ---------------------------------------------- -------------------------------- Notice of Proton (which consent shall not be unreasonably withheld). *****CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.*****cancellation /postponement received [ * ] as set forth in Exhibit J. less than [ * ] from the scheduled fill date ---------------------------------------------- -------------------------------- Notice of cancellation / postponement received [ * ] less than [ * ] from the scheduled fill date ---------------------------------------------- -------------------------------- Notice of cancellation / postponement received [ * ] less than [ * ] from the scheduled fill date ---------------------------------------------- -------------------------------- Notice of cancellation / postponement received [ * ] less than [ * ] from the scheduled fill date ---------------------------------------------- --------------------------------

Orders and Forecasts. On (i) Within thirty (30) days after the date of this Agreement, Cephalon shall notify Abbott in writing of its delivery requirements for Sample Packs and provide firm purchase orders for a six (6) month period commencing August 25, 1999. Cephalon shall also provide a forecast of its estimated delivery requirements for an additional twelve (12) month period following the initial six (6) month period. The twelve (12) month forecast shall represent Cephalon's reasonable estimates, not firm orders, to facilitate Xxxxxx'x capacity planning. (ii) Thereafter, on or before December 31, 1999 and not -------------------- less than fifteen days prior to the first tenth (10th) day of each calendar quarter thereafter, (15 March, 15 June, 15 September, 15 December) Xxxxxxxx shall submit to Proton the following: (a) A firm, irrevocable written Purchase Order for the Systems to be purchased by Xxxxxxxx each month during the subject calendar quarter specifying Collaboration Period, Cephalon shall provide Abbott with an additional one (1) month firm purchase order to supplement the quantities of each model of the Systems to be purchased. All such Purchase Orders shall be for at least [*****] of the quantities listed in the Forecast submitted during the preceding quarterexisting five (5) month firm order period, thereby establishing a new six (6) month firm order delivery requirements period, and during the Exclusivity Period all such Purchase Orders shall cover a minimum of [*****] of the then applicable annual Minimum Purchase Requirements. Proton shall not be required to accept or fill (a) any Purchase Order to the extent such Purchase Order exceeds (i) [*****]of the quantities estimated in the Forecast provide an updated forecast estimate for the subject quarter submitted by Xxxxxxxx prior to the beginning of the calendar quarter then ended, or twelve (ii12) [*****] of the largest quantities purchased by Xxxxxxxx during any previous calendar quarter during the term of this Agreement; or months succeeding such new six (b6) any supplemental or additional Purchase Order which is submitted during any quarter after the initial purchase month firm order for the subject quarter is placed. In no event shall Proton be required to accept or fill any Purchase Order submitted by Xxxxxxxx pursuant to this Agreement unless all amounts payable to Proton hereunder have been paid in full when due. This Agreement and the terms and conditions hereof shall prevail over any inconsistent or additional terms set forth in any Purchase Orderrequirements period. (biii) With Abbott shall have the submission opportunity to comment upon each such twelve (12) month forecast and shall advise Cephalon within three (3) weeks of each Purchase Order, Xxxxxxxx shall provide Xxxxxx'x receipt of any such Product forecast if such forecast for a quarterly written forecast of Systems required ("Forecast") for the subsequent three calendar quarters following the purchase order periodspecified period exceeds Xxxxxx'x capacity planning. Such Forecast shall indicate the number of units required by System type for each quarter. At any time during the term of this Agreement, if Xxxxxxxx plans to place Purchase Orders for the Systems in quantities which vary significantly from those set forth in its most recent Forecast, then Xxxxxxxx Abbott shall use reasonable commercial efforts to update adjust its production capacity to accommodate such Forecast sufficiently forecast, but shall have no obligation to incur expense in advance the expansion or purchase of production facilities or equipment in order to enable Proton meet such forecast. (iv) Abbott operates its plants and schedules production in monthly delivery buckets. Therefore, Cephalon's delivery date shall indicate only the desired month and year of delivery. Abbott shall use Reasonable Commercial Efforts to timely fill all supply Cephalon with Sample Packs in accordance with Cephalon's purchase orders placedprovided in accordance with this Section 3.6(b). Each Forecast shall supersede the terms of the prior Forecast, provided, that no Forecast shall vary the terms of -------- any Abbott agrees to notify Cephalon as soon as reasonably practicable whenever purchase order without the written consent of Proton (which consent shall delivery dates cannot be unreasonably withheld)met. (v) Cephalon shall send purchase orders to: Xxxxxx Laboratories PPD Materials Management Dept. *****CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.*****507, Building J23 0000 Xxxxxxxx Xxxxx Xxxxxxxx, XX 00000

Orders and Forecasts. On or before December 31, 1999 Section 1(f) (“Orders’) of the Agreement is deleted in its entirety and not -------------------- less than fifteen days prior to the first day of each calendar quarter thereafter, (15 March, 15 June, 15 September, 15 December) Xxxxxxxx shall submit to Proton replaced by the following: (af) A firm, irrevocable written Purchase Order for the Systems to be purchased by Xxxxxxxx each month during the subject calendar quarter specifying the quantities of each model of the Systems to be purchased. All such Purchase Orders shall be for at least Beginning on […*****] of the quantities listed in the Forecast submitted during the preceding quarter…], and during the Exclusivity Period all such Purchase Orders shall cover a minimum of every […*****…] thereafter, ChromaDex shall provide GRACE with a rolling forecast of ChromaDex’s projected purchases of Product for the then applicable annual Minimum Purchase Requirements. Proton shall not be required to accept or fill (a) any Purchase Order to the extent such Purchase Order exceeds (i) following […***…] (the “Product Forecast”). For all Product Forecasts provided by ChromaDex to GRACE in calendar years […**]*…] through the end of the quantities estimated Term, the first […***…] of each such Product Forecast shall be a binding forecast of ChromaDex’s purchases. Each binding forecast, regardless of the calendar year or month in which ChromaDex provides it is a “Binding Forecast” All Product Forecasts, including any Binding Forecasts, are subject to GRACE’s prior written acceptance, which will not be unreasonably withheld. ChromaDex will place firm orders for Product with GRACE to meet each Binding Forecast. ChromaDex Product orders will contain the Forecast quantity and delivery date for the subject quarter submitted by Xxxxxxxx each order. For avoidance of doubt, all purchase orders must be issued no later than […***…] prior to the beginning end of the calendar quarter then endedapplicable Binding Forecast period, or (ii) and a failure to comply with this requirement for any given Binding Forecast period is a material breach of this Agreement. ChromaDex may not cancel any purchase order accepted by GRACE without GRACE’s written consent. In addition to the above Product Forecast, ChromaDex shall provide GRACE with a non-binding forecast of ChromaDex’s projected purchases of Product for the next […***…] beyond the then-current Product Forecast […**] *…]” For avoidance of the largest quantities purchased by Xxxxxxxx during doubt, ChromaDex’s compliance with any previous calendar quarter during the term given Section of this Agreement; or (b) Amendment does not in any supplemental or additional Purchase Order which is submitted during way restrict GRACE’S rights under the terms of any quarter after the initial purchase order for the subject quarter is placedother Section of this Amendment. In no event shall Proton be required to accept or fill any Purchase Order submitted by Xxxxxxxx pursuant to this Agreement unless Except as amended and supplemented hereby, all amounts payable to Proton hereunder have been paid in full when due. This Agreement and of the terms and conditions hereof shall prevail over any inconsistent or additional terms set forth in any Purchase Order. (b) With the submission of each Purchase Order, Xxxxxxxx shall provide a quarterly written forecast of Systems required ("Forecast") for the subsequent three calendar quarters following the purchase order period. Such Forecast shall indicate the number of units required by System type for each quarter. At any time during the term of this Agreement, if Xxxxxxxx plans to place Purchase Orders for the Systems in quantities which vary significantly from those set forth in its most recent Forecast, then Xxxxxxxx shall use reasonable efforts to update such Forecast sufficiently in advance to enable Proton to timely fill all purchase orders placed. Each Forecast shall supersede the terms of the prior Forecast, provided, that no Forecast Agreement shall vary remain and continue in full force and effect and apply hereto. Capitalized terms not otherwise defined herein shall have the terms of -------- any purchase order without meaning given in the written consent of Proton (which consent shall not be unreasonably withheld). *****CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSAgreement.*****

Orders and Forecasts. On or before December 31With respect to Consumer Package Units which Cygnus wishes to purchase from CMI, 1999 and not -------------------- less than fifteen days prior to the first day month in which annualized production volume reaches [CONFIDENTIAL TREATMENT REQUESTED] Consumer Package Units per year, Cygnus will order Consumer Package Units on a lot by lot basis. Cygnus shall deliver to CMI at least two (2) full months prior to the month in which it wishes to take delivery, Cygnus' firm order (which firm orders must be in writing) and requested delivery date ("Delivery Date") for a lot of Consumer Package Units. Immediately following the first month in which annualized production volume reaches [CONFIDENTIAL TREATMENT REQUESTED] Consumer Package Units per year, Cygnus shall deliver to CMI at least one (1) full month prior to the month in which it wishes to take delivery, Cygnus' firm order (which firm orders must be in writing) and requested delivery dates ("Delivery Dates") for such Consumer Package Units for the month and a forecast of its quantity requirements for such Consumer Package Units for the subsequent eleven (11) months. Thereafter, Cygnus shall deliver to CMI within five (5) days after the beginning of each calendar quarter thereaftermonth, (15 March, 15 June, 15 September, 15 December) Xxxxxxxx shall submit to Proton the following: (a) A firm, irrevocable written Purchase Order Cygnus' firm order and Delivery Dates for such Consumer Package Units for the Systems to be purchased by Xxxxxxxx each next month during the subject calendar quarter specifying the quantities and a forecast of each model of the Systems to be purchased. All its quantity requirements for such Purchase Orders shall be for at least [*****] of the quantities listed in the Forecast submitted during the preceding quarter, and during the Exclusivity Period all such Purchase Orders shall cover a minimum of [*****] of the then applicable annual Minimum Purchase Requirements. Proton shall not be required to accept or fill (a) any Purchase Order to the extent such Purchase Order exceeds (i) [*****]of the quantities estimated in the Forecast Consumer Package Units for the subject quarter subsequent eleven (11) months. If a required forecast or order for a one (1) month period is not timely submitted by Xxxxxxxx prior to for Consumer Package Units, the beginning of immediately preceding forecast for that month shall become the calendar quarter then endednew forecast or order; if there is no preceding forecast for a month, the forecast or (ii) [*****] of the largest quantities purchased by Xxxxxxxx during any previous calendar quarter during the term of this Agreement; or (b) any supplemental or additional Purchase Order which is submitted during any quarter after the initial purchase order for the subject quarter is placedimmediately preceding month shall become the forecast or order. In no event shall Proton be required to accept or fill any Purchase Order submitted by Xxxxxxxx pursuant to this Agreement unless all amounts payable to Proton hereunder have been paid in full when dueAll forecasts are non-binding. This Agreement and the terms and conditions hereof shall prevail over any inconsistent or additional terms set forth in any Purchase OrderAll firm orders are binding. (b) With the submission of each Purchase Order, Xxxxxxxx shall provide a quarterly written forecast of Systems required ("Forecast") for the subsequent three calendar quarters following the purchase order period. Such Forecast shall indicate the number of units required by System type for each quarter. At any time during the term of this Agreement, if Xxxxxxxx plans to place Purchase Orders for the Systems in quantities which vary significantly from those set forth in its most recent Forecast, then Xxxxxxxx shall use reasonable efforts to update such Forecast sufficiently in advance to enable Proton to timely fill all purchase orders placed. Each Forecast shall supersede the terms of the prior Forecast, provided, that no Forecast shall vary the terms of -------- any purchase order without the written consent of Proton (which consent shall not be unreasonably withheld). *****CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.*****

Orders and Forecasts. On Zogenix shall provide Patheon with the following:- (a) Following the Execution Date, a written non-binding forecast for [***] shall be included with, and extend, the forecasts of the First MSA and continue through [***], broken down by month for [***], of the volume for each Product that Zogenix then anticipates will be required to be produced and delivered to Zogenix during [***]. Such non-binding forecast will be updated by Zogenix [***] on a rolling basis. (b) Zogenix shall, on or before December 31the fifteenth (15th) day of each calendar month, 1999 provide Firm Orders to Patheon for the Products to be produced and delivered to Zogenix for a period of not -------------------- less than fifteen days prior to [***] from the first day of each the calendar quarter thereaftermonth immediately following the month that the Firm Order is submitted. Such Firm Orders submitted to Patheon shall specify the Zogenix purchase order number, (15 Marchorder quantities by Product type, 15 June, 15 September, 15 December) Xxxxxxxx shall submit delivery date and any other elements necessary to Proton ensure the following: (a) A firm, irrevocable written Purchase Order for timely production and delivery of the Systems to be purchased by Xxxxxxxx each month during the subject calendar quarter specifying the Products. The quantities of each model of the Systems to be purchased. All such Purchase Products ordered via Firm Orders shall be for binding on Zogenix and shall not be subject to reduction. Zogenix may request the cancellation of a Firm Order, but the acceptance of such cancellation shall be at least the sole discretion of Patheon. In the event that Firm Orders are cancelled by Zogenix and such cancellation is accepted by Patheon, then Patheon shall be entitled to charge Zogenix an amount equivalent to the unabsorbed fixed costs associated with the reduction in expected Firm Orders provided that Patheon uses Commercially Reasonable Efforts to mitigate such costs. For the purposes of this paragraph 5.2(b), it will be considered that Patheon’s fixed costs are equal to [*****] of the quantities listed Service Fee that would have been payable had the cancelled Firm Order been fulfilled. Patheon will not be obliged to accept any Firm Order if to do so, whether by itself or when added to other Firm Orders, either exceeds the then current Capacity restraints or requires a change in the Forecast submitted during Shift Pattern. (c) In the preceding quarterevent Zogenix requires Manufacturing and Support Services for which a Support Fee is due as contemplated in Section 2.1 above, and during the Exclusivity Period all such Purchase Orders shall cover a minimum of [*****] of the then applicable annual Minimum Purchase Requirements. Proton shall not be required to accept or fill (a) any Purchase Order then, save in relation to the extent such Purchase Order exceeds (i) [*****]costs of the quantities estimated in the Forecast for the subject quarter submitted by Xxxxxxxx manual inspection, Patheon shall provide Zogenix with a quotation which shall be agreed prior to the beginning of the calendar quarter then ended, or (ii) [*****] of the largest quantities purchased such Manufacturing and Support Services being undertaken by Xxxxxxxx during any previous calendar quarter during the term of this Agreement; or (b) any supplemental or additional Purchase Order which is submitted during any quarter after the initial Patheon and Zogenix shall provide Patheon with a purchase order for the subject quarter is placed. In no event shall Proton be required to accept or fill any Purchase Order submitted by Xxxxxxxx pursuant to this Agreement unless all amounts payable to Proton hereunder have been paid in full when due. This Agreement and the terms and conditions hereof shall prevail over any inconsistent or additional terms set forth in any Purchase Order. (b) With the submission of each Purchase Order, Xxxxxxxx shall provide a quarterly written forecast of Systems required ("Forecast") for the subsequent three calendar quarters following the purchase order period. Such Forecast shall indicate the number of units required by System type for each quarter. At any time during the term of this Agreement, if Xxxxxxxx plans to place Purchase Orders for the Systems in quantities which vary significantly from those set forth in its most recent Forecast, then Xxxxxxxx shall use reasonable efforts to update such Forecast sufficiently in advance to enable Proton to timely fill all purchase orders placed. Each Forecast shall supersede the terms of the prior Forecast, provided, that no Forecast shall vary the terms of -------- any purchase order without the written consent of Proton (which consent shall not be unreasonably withheld)same. *****CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION* Certain information on this page has been omitted and filed separately with the Commission. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSConfidential treatment has been requested with respect to the omitted portions. For the costs of manual inspection, the Manufacturing and Support Services stated in Schedule B shall apply.*****