Common use of Purchase Orders Clause in Contracts

Purchase Orders. Polyzen’s performance of the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectively.

Purchase Orders. Polyzen’s performance of the Services shall be subject to Polyzen’s receipt from Company or Contemporaneously with its Affiliates, and Polyzen’s written acceptance (except as provided below), delivery of a written Forecast, Prometheus shall deliver to GSK a purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates order (each, a “Delivery Date”), for the Products then ordered (each, a “"Purchase Order”). Company shall have the right, but not the obligation, to deliver ") for any Product volumes in such Firm Zone for which Purchase Orders have not already been submitted in prior months, and such Product volumes shall be equivalent to full increments of GSK's standard batch size for each Product as provided hereinper Schedule 3.1. Each Purchase Order shall cover a period specify the volumes of three Products ordered, and the Delivery Date the Product is to be made available to Prometheus for pick-up by Prometheus' designated carrier or freight forwarder. Purchase Orders may be delivered electronically or by other means to such location as GSK shall reasonably designate. Prometheus shall issue each Purchase Order to GSK not less than one hundred twenty (3120) months days prior to (i) the “Order Period”) and, except for the Initial Delivery Date on which Prometheus has requested GSK to deliver Product pursuant to each such Purchase Order, which shall be delivered as set forth in and (ii) the termination of this Agreement pursuant to Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST14.2(a) on or the last business day expiration of the second (2nd) month of Term. Provided that the then current Order Period. Polyzen will consider in good faith accepting Product volumes conform to the Firm Zone volumes under Section 2.2 and requested Delivery Dates on any Purchase Order delivered by Company or its Affiliate at any other point. Each conform to the requirements of the immediately preceding sentence, GSK will review and accept such Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within within five (5) business days Business Days after Polyzen’s receipt of each thereof. If Product volumes or requested Delivery Dates on any Purchase OrderOrder do not so conform in any respect, Polyzen shall notify Company in writing either of its acceptance of then such Purchase Order or of its rejection thereof shall be reviewed and handled by the reason thereforparties in accordance with Section 2.4. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) In the absence of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted receipt by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative GSK of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for any volumes in the third calendar quarter Firm Zone, the volumes forecast in such Firm Zone shall constitute a binding Prometheus Purchase Order. Purchase Order quantities Delivered by GSK may vary by ± [***] percent ([***]%) from the quantities ordered. Such variances shall not constitute a breach of 2017 specified a Monthly Order contract by GSK, provided that Prometheus shall only be obligated to pay for the amount of 100 units of invoiced Product in July 2017actually received, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to Sections 6.2 and 6.3. Notwithstanding anything to the same delivery standards; contrary herein, following the Monthly date on which Prometheus has received the required Regulatory Authority Consents to manufacture the Products at its own facility, or at a Third Party facility as described in Section 4.6, Prometheus may elect to no longer submit Forecasts or Purchase Orders under Sections 2.2 and 2.3 provided that Prometheus shall notify GSK in writing that it will no longer submit Forecasts and/or Purchase Orders. If Prometheus provides such notice, then GSK shall only be obligated to accept any Purchase Orders that conform with the last monthly Forecast and such corresponding Firm Zone submitted by Prometheus prior to such notice. For the avoidance of doubt, Prometheus may continue to submit monthly Forecasts per Section 2.2 (even if Prometheus already has received the required Regulatory Authority Consents for August 2017 manufacture as described in Section 4.6) and September 2017 could then the Parties' obligations to submit and accept Purchase Orders shall continue to be similarly delayed as governed by Sections 2.3 and 2.4 during the Term and subject to conditions per Section 4.4(a) and 14.2(b). *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by Company and delivered through November 2017 and December 2017 respectivelywith respect to the omitted portions.

Purchase Orders. Polyzen’s performance This Agreement applies to all Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with LM for the Services purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be subject deemed to Polyzen’s receipt from Company or have accepted a Purchase Order for which LM does not notify ETON in writing within seven (7) business days after its Affiliatesreceipt, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth that LM may only reject such Purchase Order to the requested quantity of Product, price per extent it is inconsistent with the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product will be accepted by Polyzen unless and until confirmed delivered in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted the timeframe set forth in the applicable Purchase Order on the desired Delivery Dates Order; provided, however, that: (a) if no timeframe is specified in the subject Purchase Order, provided that such date is no less than forty-five Product will be delivered ninety (4590) days from the date of after the Purchase Order is received date and (b) unless otherwise agreed by Polyzen. Companythe Parties, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order delivery date specified in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for will not be earlier than ninety (90) days after the third calendar quarter of 2017 specified a Monthly Purchase Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelydate.

Purchase Orders. Polyzen’s performance (a) PHILIPS shall issue to DIAMETRICS a monthly written, rolling, non-binding three (3) month forecast of its purchase of Consumables. Such forecasts shall be updated monthly. PHILIPS shall issue binding written purchase orders for Consumables at least sixty (60) days prior to the Services proposed shipping date for such items. All purchase orders in excess of PHILIPS' forecast shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance by DIAMETRICS. DIAMETRICS will use reasonable efforts to supply such items in a timely fashion, subject to DIAMETRICS' reasonable production capabilities and provided that such purchase orders are consistent with PHILIPS' forecasts. (except b) PHILIPS may purchase Portal Measurement Products from DIAMETRICS in accordance with the Portal Manufacturing Agreement attached as provided below), of a written purchase order, each of which will Exhibit 3.4. (c) The Parties acknowledge that in order to provide the pricing set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), herein for the Portal Measurement Products then ordered (eachand Consumables, DIAMETRICS may be required to purchase components and materials in reliance on PHILIPS' non-binding forecasts. As a “Purchase Order”). Company shall have result, if PHILIPS fails to purchase the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as quantities set forth in Section 2.4.1 belowsuch non-binding forecasts and DIAMETRICS is unable, after using commercially reasonable efforts, to cancel or delay the purchase of such components and materials or to reallocate or reuse such components and materials within ninety days of such forecast, PHILIPS shall be delivered reimburse DIAMETRICS for any payments incurred by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider DIAMETRICS for any unusable inventory or non-cancelable purchase commitments made in good faith accepting reliance on the forecast for Portal Measurement Products and Consumables, plus any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount actual out-of-pocket costs of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance disposing of such Purchase Order or components and materials. PHILIPS may take delivery of its rejection thereof any components and materials, for which it has reimbursed DIAMETRICS hereunder. (d) To the reason therefor. Any Purchase Order extent that reflects Monthly Orders that are within twenty percent DIAMETRICS desires to purchase Portal Products from PHILIPS, DIAMETRICS shall issue to PHILIPS a monthly written, rolling, non-binding six (20%6) of the amount forecasted month forecast for such month in the most recent Forecast (as defined below) for the given period Portal Product. Such forecasts shall be deemed accepted by Polyzenupdated monthly. Except as provided DIAMETRICS shall issue binding written purchase orders for such Portal Product at least sixty (60) days prior to the proposed shipping date. All purchase orders in the previous sentence, no Purchase Order submitted by Company excess of DIAMETRICS' forecast shall be deemed subject to be accepted written acceptance by Polyzen unless PHILIPS. PHILIPS will use reasonable efforts to supply such Portal Product in a timely fashion, subject to PHILIPS' reasonable production capabilities and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date purchase orders are consistent with DIAMETRICS' forecasts. (e) The Parties acknowledge that in order to provide the pricing set forth herein for the Portal Product, PHILIPS may be required to purchase subcomponents and materials in reliance on DIAMETRICS non-binding forecasts. As a result, if DIAMETRICS fails to purchase the quantities set forth in such non-binding forecasts and PHILIPS is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Companyunable, at its optionafter using commercially reasonable efforts, may upon prior written notice to Polyzen, cancel or delay the acceptance purchase of such components and materials or to reallocate or reuse such subcomponents and materials within ninety days of such forecast, DIAMETRICS shall reimburse PHILIPS for any payments incurred by PHILIPS for any unusable inventory or non-cancelable purchase commitments made in good faith reliance on the forecast for such components, plus any actual out-of-pocket costs of disposing of such subcomponents and materials. DIAMETRICS may take delivery of any Monthly Order in an Order Period subcomponents and materials, for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelywhich it has reimbursed PHILIPS hereunder.

Purchase Orders. Polyzen’s performance (i) Distributor shall deliver to Cipher its initial purchase order for the Product no later than seventy five (75) days prior to the shipping date required by Distributor. The initial purchase order for the Product shall be for sufficient quantities of the Services shall be subject Product to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), satisfy sales requirements of a written purchase order, each of which will set forth Distributor for no less than the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of first three (3) months of sales of that Product. The purchase order shall specify the location to which the Product is to be shipped and the date by which the Product must be shipped to such location. (ii) During the Term, Distributor shall submit to Cipher, purchase orders for the last month of each Firm Order period no later than one hundred and fifty (150) days (the “Order PeriodDeadline Date”) andprior to the required shipping date, except identifying the quantities of Product required by dosage strength, type (Authorized Generic or Product) and package size and specifying the required shipping date and ship to location. Such purchase orders shall comply with the Firm Order period provisions set out in Section 6.2(a)(i). If a purchase order for any month is not submitted by the Deadline Date, Distributor shall be deemed to have submitted a purchase order for such month for the Initial Purchase Order, which shall be delivered as amount of Product set forth in Section 2.4.1 below, shall be delivered by no later Distributor’s most recent Forecast for such month. (iii) In the event that a purchase order requires an amount higher than 5:00 p.m. the amount set forth in the Forecast for such month (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly OrderAdditional Amount”). Within five , Cipher shall either (5i) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of confirm to Distributor its acceptance of such Purchase Order or of its rejection thereof and purchase order with respect to the reason therefor. Any Purchase Order that reflects Monthly Orders that are Additional Amount within twenty percent ten (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (1510) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% receipt of the total such purchase price for the subject Products on the original Delivery Date, as provided order or (ii) in the subject Purchase Order; and event that Cipher cannot supply the remaining 50% of Additional Amount indicated in such purchase order, Cipher shall provide Distributor within such ten (10) day period with a delivery schedule for such Additional Amount which Cipher will commit to meet (the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectively“Revised Schedule”).

Purchase Orders. Polyzen’s performance Progenics shall place a firm purchase order or purchase orders with PerImmune setting forth (i) the quantities of KLH Requirements to be Manufactured and supplied hereunder, (ii) the schedule for receipt from PerImmune of such batch(es) of KLH Requirements, and (iii) instructions for shipping and packaging. Each such firm purchase order shall be submitted no later than thirty (30) days in advance of the Services shall be subject first scheduled date of receipt thereof. Subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the other terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which Progenics shall be delivered as set forth in Section 2.4.1 belowobligated to place firm purchase orders with PerImmune for, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product and PerImmune hereby commits to be delivered in each month of the subsequent Order Period (eachManufacture and supply hereunder pursuant to such firm purchase orders, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) [***] of the amount forecasted for such month of KLH Requirements in the most recent Forecast then-binding quarter of each annual demand forecast under Section 2.4(b); provided, however, that: (as defined belowA) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed Parties may mutually agree in writing by an authorized representative to amend any such firm purchase order; (B) PerImmune in its discretion may agree to Manufacture and supply hereunder additional amounts of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on KLH Requirements in excess of the desired Delivery Dates specified in the subject Purchase Orderthen-binding amount, provided that Progenics places firm purchase order(s) for such date is no less than forty-five excess KLH Requirements on a timely basis; and (45C) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior PerImmune agrees to provide Progenics with as much advance written notice to Polyzen, delay the acceptance of as possible (and in any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen case at least thirty (30) days' written advance notice) if PerImmune determines that any scheduled delivery of KLH Requirements pursuant to any purchase order will be delayed by more than fifteen (15) calendar days in advance for any reason of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelywhich PerImmune becomes aware.

Purchase Orders. Polyzen’s performance On or before the first (1st) day of each calendar month, Reliant shall submit a purchase order for the Services shall Firm Commitment, which specifies the actual number of Batches to be subject to Polyzen’s receipt from Company or its AffiliatesManufactured and Packaged, and Polyzen’s written acceptance (except as provided below), the approximate number of a written purchase order, Units in each of which will set forth the requested quantity of Product, price per the terms of this AgreementBatch, and the desired delivery dates requested Delivery Dates for each Batch (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company Reliant shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each submit each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen Cardinal Health at least fifteen ninety (1590) calendar days in advance of the subject earliest Delivery Date and must include new requested in the Purchase Order. Cardinal Health shall confirm Delivery Dates for to Reliant. In the delayed deliveryevent of a conflict between the terms of any Purchase Order and this Agreement, this Agreement shall control. Products Notwithstanding the foregoing, Cardinal Health shall supply Reliant with quantities of Product that exceed by not more than [***] percent ([***]%) the quantities specified in the Firm Commitment (“Excess Quantities”), and shall use best commercial efforts to supply additional quantities of Product requested by Reliant (“Additional Quantities”). Cardinal Health’s supply of Excess Quantities and Additional Quantities are both subject to an Order Delay will be invoiced as follows: 50% (i) receipt of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for such Additional Quantities and Excess Quantities at least ninety (90) days in advance of the third calendar quarter requested Delivery Date for such Additional Quantities and Excess Quantities, and (ii) Cardinal Health’s possession of 2017 specified sufficient quantities of API to Manufacture Excess Quantities and Additional Quantities. Cardinal Health’s failure to supply Reliant with Additional Quantities shall not constitute a Monthly Order of 100 units of Product failure to supply under Section 2.2 and 4.2. Should Cardinal Health fail to supply Reliant with its requirements for the Product, specifically excluding Additional Quantities, for any particular month hereunder, Cardinal Health shall be required to make up the difference in July 2017, Company will have the option of having immediately subsequent month. [***]: Certain information on this page has been omitted and filed separately with the subject 100 units of Product delivered through October 2017 without incurring any penaltyCommission. Further, any subsequent Monthly Orders will be subject Confidential treatment has been requested with respect to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyomitted portions.

Purchase Orders. Polyzen’s performance of From time to time, Amarin shall deliver to Chemport one (1) or more purchase orders (“Purchase Orders”) for the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), aggregate API volumes in each binding portion of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein[***] Forecast. Each Purchase Order shall cover specify the volumes of API ordered, the Shipment Date and the destination for delivery of the API. The Purchase Orders may be delivered electronically or by other means to such location as Chemport shall designate. Chemport shall deliver such API to Amarin’s carrier on the Shipment Date specified by Amarin; provided, however, that the Shipment Date is no less than [***] after the date of the submission of the Purchase Order. In the event that Chemport shall not be able to deliver API to Amarin’s carrier by the Shipment Date specified in a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which Chemport shall notify Amarin promptly in writing upon discovery of its inability to comply with the terms of this Section 2.5; provided, however, that such notification shall not relieve Chemport of any liability for failure to deliver API to Amarin’s carrier on such Shipment Date. If Chemport fails to meet the Purchase Order or any portion thereof on or before the applicable Shipment Date, in addition to other remedies that may be delivered as set forth available to Amarin under the Legal Requirements, Amarin may purchase the shortage of such API from Third Parties and Chemport shall pay to Amarin the difference in Section 2.4.1 belowprice of such API purchased from a Third Party (a “Secondary Supplier”) and the API Price for the API shortage; provided, however, that in no event shall be delivered by no later than 5:00 p.m. (EST) on such payment exceed an amount equal to the last business day volume of shortage times [***] of the second (2nd) month then applicable API Price that Chemport is charging to Amarin for API. If Amarin fails to order API in the amount specified in the binding portion of the [***] Forecast, in addition to other remedies that may be available to Chemport under the Legal Requirements, Amarin shall pay to Chemport [***] of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include API Price that Chemport is charging to Amarin for API for the requested amount volume of Product to be delivered in each month API under the binding portion of the subsequent Order Period (each[***] Forecast less the actual amount ordered by Amarin. If Amarin fails to purchase the relevant minimum yearly purchase requirement as set forth above, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Orderin addition to other remedies that may be available to Chemport under the Legal Requirements, Polyzen Amarin shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) pay to Chemport [***] of the then current API Price that Chemport is charging to Amarin for API for the relevant minimum yearly purchase requirement as set forth above less the actual amount forecasted for such month purchased by Amarin in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyrelevant year.

Purchase Orders. Polyzen’s performance of During the Services Term, Tris shall be subject make all purchases hereunder by submitting firm purchase orders to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance IPC (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each such Purchase Order shall cover be in writing in a period of three (3) months (form reasonably acceptable to IPC, and shall specify the “Order Period”) andProduct ordered, except for the Initial Purchase Orderquantity ordered, the Transfer Price, the required delivery date thereof, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. ninety (EST90) on days after the last business day date of Purchase Order unless otherwise agreed upon in writing by IPC. IPC shall confirm acceptance of the second (2nd) month of the then current Order Period. Polyzen will consider PO in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within writing within five (5) business days after Polyzen’s receipt of each Purchase Orderand IPC shall supply to Tris, Polyzen shall notify Company in writing either of its acceptance of Product ordered pursuant to such Purchase Order or Orders on the requested delivery date at the Production Facility. In the event of its rejection thereof a conflict between the terms and the reason therefor. Any conditions of any Purchase Order that reflects Monthly and this Agreement, the terms and conditions of this Agreement shall prevail. The quantities contained in Purchase Orders that are within twenty for a Product to be delivered during any one month period shall not exceed [*****] percent (20[*****]%) of the amount forecasted amounts set forth in the immediately preceding forecasts for such month in the most recent Forecast (as defined below) Product for the given same time period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order DelayExcess Order”), unless Tris has obtained IPC’s prior written consent for such Excess Orders which consent shall not be unreasonably withheld, conditioned or delayed. Written notice IPC shall respond to any request by Tris for an Excess Order within ten (10) business days of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance a written request from Tris. Such response shall indicate the amount of the subject Delivery Date Excess Order, if any, that IPC will manufacture and must include new Delivery Dates for the delayed deliverydeliver. Products subject IPC will use commercially reasonable efforts to fill an Excess Order Delay as promptly as practicable, but will not be in breach hereof if, notwithstanding such efforts, it will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase unable to fill such Excess Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectively.

Purchase Orders. Polyzen’s performance of the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as Together with each Detailed Forecast provided belowunder Section 3.2(b), Company shall place a firm purchase order with CyDex in a form mutually agreed upon by the parties, for Company’s order of a written Commercial Grade Captisol for Q1 delivery consistent with the Detailed Forecast. Each purchase order, for all grades of Captisol, shall specify: (i) the grade of Captisol ordered (i.e., Commercial Grade Captisol, Clinical Grade Captisol or Research Grade Captisol); (ii) quantities; (iii) delivery dates; and (iv) reasonable shipping instructions. CyDex shall deliver orders of Captisol to Company on or within five (5) business days of Company’s requested delivery dates; provided, however, that the purchase order is received by CyDex at least ninety (90) days prior to the stipulated delivery date. No purchase order shall be binding upon CyDex until accepted by CyDex in writing; provided that CyDex (x) shall accept in writing within ten (10) days after CyDex’s receipt of each purchase order for Clinical Grade Captisol or Research Grade Captisol, (y) shall accept in writing within ten (10) days after CyDex’s receipt of which will set forth each purchase order for Commercial Grade Captisol from Company with respect to the requested quantity quantities of ProductCaptisol ordered that do not exceed the Purchase Volume Limitations, price per and (z) shall notify Company of CyDex’s ability to fill any quantities of such purchase order for Commercial Grade Captisol that are in excess of the Purchase Volume Limitations (but under the Volume Threshold) within thirty (30) days after CyDex’s receipt of such purchase order. CyDex shall not be obligated to accept such orders to the extent that the quantities of Commercial Grade Captisol ordered exceed the Purchase Volume Limitations, but CyDex shall use good faith efforts to fill such orders for such excess quantities (provided that such quantities are less than the Volume Threshold) from available supplies. If CyDex, despite the use of good faith efforts, is unable to supply such quantities that exceed the Purchase Volume Limitations to Company, such inability to supply shall not be deemed to be a breach of this Agreement by CyDex or a failure by CyDex to supply for any purpose. If any purchase order or other document submitted by Company hereunder or any invoice or other document passing between the parties contains terms or conditions in addition to or inconsistent with the terms of this Agreement, the terms of this Agreement shall control and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company prevail and such additional or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that inconsistent terms are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyhereby expressly rejected.

Purchase Orders. Polyzen’s performance of Upon the Services Effective Date and during the Term., CUSTOMER shall be subject provide Supplier with Purchase Orders for Products, based on the Lead Time for such Products, which shall create a binding obligation to Polyzen’s receipt purchase such Products from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth Supplier within the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), Lead Time for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided hereinapplicable Products. Each Purchase Order shall cover a period specify: (a) the quantity and part number of three Products being ordered; (3b) months the applicable price; (c) the “Order Period”requested delivery date; (d) the delivery destination; and, except for (e) any special shipping instructions regarding the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other pointProducts. Each Purchase Order shall include the requested amount of Product be subject to acceptance by Supplier, such acceptance not to be delivered in each month unreasonably withheld or delayed. Supplier shall make commercially reasonable efforts to provide written notice to CUSTOMER of the subsequent any rejection of a CUSTOMER Purchase Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzenwithin […***…] of Supplier’s receipt of each Purchase Orderthereof but in no event greater than […***…], Polyzen shall notify Company in writing either of its acceptance of and such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by PolyzenSupplier if no such rejection notice is provided to CUSTOMER prior to the expiration of such […***…]. Except as provided In the event of a conflict between the pricing in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order and the pricing set forth on Supplier quotes (the desired Delivery Dates specified in quoted price), the subject quoted price shall control. Furthermore, it is agreed that each such Purchase Order shall be governed by the provisions of this Agreement and that none of the provisions of a Purchase Order, provided that such date is no less than forty-five or Supplier’s acknowledgement thereof (45) days from either printed, stamped, typed or written), if any, shall be applicable to the date purchase if any of the Purchase Order foregoing is received by Polyzenin addition to or in conflict with this Agreement. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance A general or standard acknowledgment of any Monthly Order such order or the making of delivery with respect thereto shall in no case be construed as an Order Period for up amendment to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Agreement.

Purchase Orders. Polyzen’s performance (a) All purchases of the Deliverables or Services shall be subject made by means of orders (each, a "Purchase Order") issued by WinStar to Polyzen’s receipt Lucent from Company time to time pursuant to this Section, unless otherwise expressly agreed by the Parties in writing. WinStar will not be liable to Lucent for any charges, additional or its Affiliatesotherwise, for Deliverables or Services provided by Lucent unless set forth in a Purchase Order, or otherwise mutually agreed upon by the Parties in writing. (b) Lucent agrees to provide and deliver, and Polyzen’s written acceptance WinStar agrees to purchase: (except as provided below), i) Any Deliverable or Service listed in a Schedule hereto that is specified by WinStar in a Purchase Order that conforms to Subsection (e) of this Section; and (ii) Any other Deliverable or Service specified by WinStar in a Purchase Order that conforms to Subsection (e) of this Section and is accepted by Lucent. (c) With respect to any Purchase Order that is either consistent with (i) the requirements of a written purchase orderCity-Specific Plan, each of which will or (ii) Lucent's ordering intervals set forth in Schedule C for the requested quantity Products identified therein or Lucent's standard ordering intervals for any other Products, then Lucent shall be deemed to have accepted a Purchase Order immediately upon receipt of Productsuch Purchase Order. Otherwise, price per Lucent shall be deemed to have accepted a Purchase Order on the tenth (10th) business day following receipt of such Purchase Order pursuant to Section 20.3 if Lucent has not notified WinStar in writing of its rejection of the Purchase Order pursuant to Section 20.3 prior to such time. In the event of a disaster declared by WinStar, Lucent will use commercially reasonable efforts to expedite the acceptance of any Purchase Orders that are submitted by WinStar as a means of mitigating the adverse effects to WinStar of such Supply Agreement Confidential-WinStar/Lucent disaster; provided, however, that the terms and conditions of Section 4.3(c) shall not apply to such Purchase Order. (d) Estimates or forecasts furnished by WinStar to Lucent shall not constitute Purchase Orders or commitments for purchases. (e) Purchase Orders placed under this Agreement may be made by means of mail or fax pursuant to Section 20.3, or upon mutual agreement of the Parties, electronic data interchange. No Purchase Order or other ordering document which would otherwise modify or supplement this Agreement or any Schedule shall add to or vary the terms of this Agreement, . All such proposed variations or additions (whether submitted by either Party) are objected to and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided hereindeemed material. Each Purchase Order shall cover contain, at a period minimum, the following information: (i) The date of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered ; (ii) A written reference to this Agreement; (iii) Any applicable discounts as set forth in Section 2.4.1 belowSchedule C; (iv) With regard to Products: (1) The quantity and a brief written description of each Product ordered, shall be delivered by no later than 5:00 p.m. including any applicable part, accessory or product number; (EST2) on the last business day The unit price of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any each Product ordered, calculated pursuant to this Agreement, as well as subtotals and Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted totals for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three Products; and (3) months The required delivery date and place; (an “Order Delay”v) With regard to other Deliverables or Services: (1) The quantity and a brief written description of each Service ordered; (2) The price of each Service ordered (e.g., applicable rates or fixed fees). Written notice of an Order Delay must be given , calculated pursuant to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Datethis Agreement, as provided well as subtotals and Purchase Order totals for Services; (3) In the case of a Deliverable, the required delivery date, and in the subject Purchase Ordercase of a Service, the required performance date or dates; and (4) In the case of a Deliverable, the required place of delivery, and in the case of a Service, the required place of performance. Supply Agreement Confidential-WinStar/Lucent (f) With respect Third Party Products provided by Lucent pursuant to this Agreement, Lucent shall: (i) Use commercially reasonable efforts to effect a formal original-equipment manufacturer ("OEM") or similar relationship with the third-party sellers, manufacturers, lessors or licensors of such Third Party Products that is consistent with Lucent's then-current OEM policies and standards; and (ii) To the extent Lucent does not have an OEM or similar relationship with the third party sellers, manufactures, lessors or licensors of such Third Party Product: (1) pass through to WinStar the benefits of any rights and remedies it has with respect to such Third Party Products to the extent that Lucent is able pursuant to any agreements between Lucent and the third-party sellers, manufacturers, lessors or licensors of such Third Party Products, and enforce such warranties and indemnities on behalf of WinStar as directed by WinStar; and the remaining 50% of the purchase price at time of shipment of the Products subject (2) use commercially reasonable efforts to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject obtain terms and conditions that are favorable to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyWinStar.

Purchase Orders. Polyzen’s performance of the Services shall be subject A. From time to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except time as provided belowin this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of a written purchase orderBatches to be Processed, each the Batch size (to the extent the Specifications permit Batches of which will set forth different sizes) and the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates date for each Batch (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right; provided, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order may be for less than [***]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen Client at least fifteen (15) calendar [***] days in advance of the subject Delivery Date delivery date requested in the Purchase Order. B. Promptly following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery date, and must shall include new Delivery Dates for the delayed deliveryProcessing Date. Products Catalent may reject any Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement; provided, however, Catalent shall accept any Purchase Order that meets the requirements of this Agreement if Client is not in arrears in paying amounts due and payable under this Agreement. C. Notwithstanding Section 4.3(B), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to [***] in excess of the quantities specified in the Firm Commitment, subject to an Order Delay will be invoiced as follows: 50% Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. D. In the event of a conflict between the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% terms of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a any Purchase Order for or Acknowledgement and this Agreement, the third calendar quarter terms of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Agreement shall control.

Purchase Orders. Polyzen’s performance CryoLife shall issue to SMI purchase orders, which shall specify: (i) the amount of Modified Starch being ordered which such amount shall not be less than the Minimum Requirement (as defined below); (ii) the applicable Transfer Price; (iii) requested delivery schedule; and (iv) exact “ship to” and “invoice to” place of business. SMI must accept a purchase order as long as it is consistent with the Minimum Requirement, regardless of quantity, if (i) the purchase order does not establish new or conflicting terms from those set forth in this Agreement and (ii) the Transfer Price and other provisions of the Services purchase order are in accordance with this Agreement. CryoLife shall be subject place purchase orders so that they have been received by SMI no less than six (6) months prior to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of the requested ship date. If SMI rejects a written purchase order, each SMI must notify CryoLife within three (3) Business Days of which receipt of such purchase order. If a purchase order is rejected, CryoLife will set forth be advised of the requested quantity reason for rejection and be provided with an opportunity to bring the purchase order into compliance. The terms contained in this Agreement shall govern the sale of ProductModified Starch and the Products to CryoLife and shall supersede any inconsistent terms in CryoLife’s purchase orders, price per the unless SMI expressly agrees to such terms in writing. Orders placed by telephone, or in person are to be confirmed by facsimile or email to SMI by CryoLife within a commercially reasonable time thereafter. For purposes of this AgreementAgreement the term “Minimum Requirement” shall be [***] ([***]) kilograms of Modified Starch or less with SMI’s consent (or [***] ([***]) kilograms provided that at least an additional [***] ([***]) kilograms are ordered within a calendar year from the initial [***] ([***]) kilogram order); provided, however, that the Parties agree to negotiate in good faith a reasonable adjustment in the Minimum Requirement after CryoLife has had sufficient time to evaluate the manufacturing process following the successful transfer of the Manufacturing IP pursuant to Section 1.2 based on CryoLife’s projections for Products sales, the necessary and required manufacturing runs required to produce Products, and other relevant factors. The foregoing procedures, other than the desired delivery dates (eachMinimum Amount, shall apply to purchases of Acquired Components from SMI by CryoLife with a “Delivery Date”), minimum lead time for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period orders of three (3) months instead of six (the “Order Period”6) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelymonths.

Purchase Orders. Polyzen’s performance of the Services (a) Autolus shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a order Miltenyi Products by submitting written purchase orderorders to Miltenyi, each of which will set forth in such form as the requested quantity of Product, price per Parties may agree from time to time and in accordance with any applicable Lead Times and the terms provisions of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered Article 5 (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver All Purchase Orders (and any related acceptances or objections by Miltenyi) may delivered electronically or by other means to Miltenyi’s applicable sales representative located in the country of the shipping destination or to such location as provided herein. Miltenyi shall reasonably designate from time to time. (b) Each Purchase Orders shall specify the MB Global Contract Number assigned to this Agreement, the volumes of Miltenyi Product(s) ordered, the desired Delivery date(s) the Miltenyi Products are to be made available to Autolus for pick-up by Autolus’ designated carrier or freight forwarder, the relevant ship-to address, and any special shipping instructions. Autolus shall order Miltenyi Product in lots of a defined number of units/lots pursuant to each Purchase Order as reasonably specified by Miltenyi. (c) Autolus shall cover a period of three (3) months (submit each Purchase Order to Miltenyi reasonably prior to the “Order Period”) and, except for the Initial Purchase Orderdesired Delivery date(s), which shall be delivered as set forth in Section 2.4.1 belowno sooner than the applicable Lead Time(s) for the relevant Miltenyi Product(s); provided that absent an applicable Lead Time, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar [***] days in advance of the subject desired Delivery Date and must include new Delivery Dates date specified in such Purchase Order. (d) Purchase Orders consistent with the terms of this Agreement submitted by Autolus for quantities of Miltenyi Product that are within the amounts specified for the delayed deliveryrelevant Calendar [***] in the applicable [***] Forecast shall be firm and binding upon Miltenyi. Products subject to an Order Delay will be invoiced as follows: 50% Miltenyi shall confirm receipt of the total purchase price for the subject Products on the original Delivery DatePurchase Order by written notice (sent by fax, as provided in the subject Purchase Order; and the remaining 50% mail, overnight courier or e-mail) to Autolus within [***] Business Days of receipt of the purchase price at time Purchase Order from Autolus. If Miltenyi fails to confirm receipt of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for within said [***]-day period, then Autolus shall contact Miltenyi to verify Miltenyi’s receipt of such Purchase Order and request written confirmation thereof from Miltenyi. (e) Each Purchase Order submitted by Autolus to Miltenyi shall be governed exclusively by the third calendar quarter terms and conditions of 2017 specified a Monthly Order this Agreement and the applicable Quality Agreement. None of 100 units the terms and conditions set forth on any Purchase Order, order form, invoice, acceptance, objection or similar document shall change or modify the terms and conditions of Product this Agreement, and the Parties hereby agree that the terms and conditions of this Agreement shall supersede any conflicting term or condition set forth in July 2017any Purchase Order, Company will have order form, invoice, acceptance, objection or similar document furnished by Autolus to Miltenyi or by Miltenyi to Autolus, as the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelycase may be.

Purchase Orders. Polyzen’s performance of the Services shall be subject A. From time to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except time as provided belowin this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of a written purchase orderBatches to be Processed, each the Batch size (to the extent the Specifications permit Batches of which will set forth different sizes) and the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates date for each Batch (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right; provided, but not the obligation, to deliver that all Purchase Orders as provided hereinmust be made in terms of whole Batches and for the avoidance of doubt shall not be for partial Batches. Each Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Firm Commitment. Purchase Order, which Orders for quantities of Product in excess of the Firm Commitment shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen Client at least fifteen (15) calendar [**] days in advance of the subject Delivery Date delivery date requested in the Purchase Order. Unless specified otherwise in an applicable Purchase Order, Catalent will Process Batches no less often than [**]. B. Promptly following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery date, and must shall include new Delivery Dates for the delayed deliveryProcessing Date. Products subject Catalent may reject any Purchase Order that is not given in accordance with this Agreement by providing prompt written notice to an Order Delay will be invoiced as follows: 50Client, but in no case longer than [**] business days. C. Notwithstanding Section 4.3(B), Catalent shall supply Client with the quantities of Product specified in the Firm Commitment and shall use commercially reasonable efforts, giving good faith equitable consideration, in Catalent’s reasonable discretion, to the Purchase Orders of Client and the requirements of Catalent’s other customers, to supply Client with quantities of Product which are up to [**]% in excess of the total purchase price for the subject Products on the original Delivery Date, as provided quantities specified in the subject Purchase Order; and Firm Commitment (the remaining 50% “Minimum Supply Commitment”). D. In the event of a conflict between the purchase price at time terms of shipment of the Products subject to the Order Delay. By way of example, if a any Purchase Order for or Acknowledgement and this Agreement, the third calendar quarter terms of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Agreement shall control.

Purchase Orders. Polyzen’s performance 5.3.1. Customer shall provide BVL with Purchase Orders for its Product requirements not less than **** (****) days prior to its anticipated delivery date. Customer may increase the quantity or accelerate the scheduled Manufacturing Date of any Firm Order with the Services written consent of BVL, such consent not to be unreasonably withheld or delayed, provided however, that: (i) BVL shall not be required to implement such alteration if it cannot reasonably or practicably do so; and/or (ii) BVL shall provide a quotation for the additional fee, if any, required to implement such increase or acceleration and Customer shall provide authorization for such fee. Such Purchase Orders shall be subject to Polyzenacceptance by BVL. BVL will respond to Customer’s Purchase Order with either a confirmation or proposed modification as to delivery date within **** (****) business days of receipt from Company by BVL. Customer may, in its sole discretion, decrease, postpone or its Affiliatescancel any Firm Order, and Polyzen’s written acceptance (except as provided below), subject to the provisions of Paragraph 6.5. Any terms or conditions of a written purchase orderPurchase Order, each acknowledgement or similar standardized form given or received pursuant to this Agreement that are additional or inconsistent with this Agreement shall have no effect and are hereby excluded, unless this Section is expressly referenced by the Parties. 5.3.2. Unless mutually agreed, no later than **** days prior to the date of which manufacture, BVL will set forth notify Customer of said date of manufacture. 5.3.3. Notwithstanding the requested quantity of foregoing, in the event that either (i) Customer, in its good faith judgment, determines that a Product, price per if Manufactured, will not be marketable in the terms Territory and that the cause for such non-marketability is solely and proximately the responsibility of BVL, (ii) the Products or Manufacture are subject to any consent decree or any of the remedial actions, investigations or adverse events described in Article 3 hereof or (iii) BVL has breached its representations, warranties, or other obligations under of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company Customer shall have the right, but not the obligationat its discretion, to deliver postpone without penalty to either Party any future Purchase Orders of Product until such time as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for cause giving rise to the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day non-marketability of the second (2nd) month of the then current Order PeriodProduct is abated. Polyzen will consider The Parties shall cooperate in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance schedule Manufacturing of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (affected Products as defined below) for the given period shall be deemed accepted by Polyzen. Except soon as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyreasonably practicable.

Purchase Orders. PolyzenPurchase orders shall be issued by CUSTOMER to HSA, at its address above provided and shall reference HSA’s performance Volume Production Sales Agreement terms and conditions as controlling except for those items specified and separately agreed to by HSA on the face of CUSTOMER’s purchase order form. HSA reserves the right to negotiate CUSTOMER credit standing, purchase order pricing, volume and schedule. A copy of HSA’s Volume Production Sales Agreement is attached hereto as Exhibit C. HSA will not accept purchase orders for volume production without CUSTOMER’s prior written confirmation of its acceptance of the Services shall be subject Prototype. Purchase orders accepted by HSA for Product prior to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, Prototype are agreed to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered Risk Production units as set forth in Section 2.4.1 below4.4. CUSTOMER shall place purchase orders for the Production Product with the volume and delivery requirements for the three (3) month period following the date for which the Production Product will be available for delivery. Thereafter, shall be delivered by no later than 5:00 p.m. (EST) on the last business day first week of each successive month after issuance of the second (2nd) month initial purchase order, CUSTOMER shall issue additional purchase orders and/or amendments so that HSA shall continue to have on a revolving basis, firm purchase orders effective for the next immediate succeeding three months following the issuance of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other pointsuch additional purchase orders. Each Purchase Order purchase order shall include obligate CUSTOMER to purchase at least the requested amount minimum of 2 (25 or 50 wafers per lot) wafer lots or units equivalent to 2 lots. No purchase order shall require delivery of any Product to be delivered in each month of the subsequent Order Period earlier than ninety (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (4590) days from the effective date of the Purchase Order is received by Polyzen. Company, at its option, may upon purchase order without prior written notice approval from HSA. Every such purchase order shall contain such unit pricing, delivery and quantity terms as accepted in writing by HSA. The purchase and sale of Products between CUSTOMER or CUSTOMER’s approved agents, if any, and HSA shall be governed solely and exclusively by this Agreement, and HSA’s Volume Production Sales Agreement, which shall supersede the terms and conditions contained in any purchase order, acknowledgment or other document related to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time and sale of shipment Products, all of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 which terms and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyconditions are hereby expressly waived.

Purchase Orders. Polyzen’s performance of the Services All purchases made by Licensee from Licensor hereunder shall be subject to Polyzen’s receipt from Company or its Affiliatesthe following conditions of delivery: a. Licensee shall order Materials to be purchased, and Polyzen’s written acceptance (except as provided below)by submitting a purchase order for the amount to be ordered, on a form of a written purchase order, each order reasonably acceptable to Licensor. Any terms of which will set forth the requested quantity of Product, price per such purchase order that conflict with the terms of this Agreement, and Agreement may be rejected by Licensor at any time. Any such purchase order shall specify the desired requested delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Orderdate, which shall not be delivered as set forth in Section 2.4.1 below, shall be delivered by no later sooner than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) 30 days from the date of the Purchase Order order. Licensor shall use reasonable efforts to accept any purchase [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. order submitted by Licensee, but shall not be obligated to supply Materials until a purchase order (or part thereof) is received accepted in writing by Polyzenconfirmation. CompanyLicensee shall be invoiced by Licensor for all purchases made by Licensee, on delivery by Licensor. Terms shall be net 30 days after date of delivery. b. Licensor shall deliver Materials furnished with the necessary labels or otherwise appropriately identified. c. All deliveries shall be Ex Works Licensor’s facility (Incoterms 2000). Licensee shall be responsible for arranging shipment (to its desired facility in the United States) of Materials delivered by Licensor, and for all export, import and transfer licenses and permits, and all duties and other customs or government charges. Licensor shall cooperate reasonably with Licensee in facilitating shipment, through Licensee’s selected shipping agent. d. Materials delivered by Licensor that do not meet, on delivery by Licensor, the Specifications established by Licensor, will be free of charge replaced by Licensor within twelve (12) weeks after receipt of written complaint, provided such written complaint is submitted to Licensor within [*] after receipt of the Materials at Licensee's premises, and provided that such written complaint specifies in detail the basis for Licensee’s belief that the Materials do not meet such specifications. For the avoidance of doubt, (i) any non-conformity of delivered Materials that is caused by improper storage, shipment, misuse, mishandling, or other cause outside of the control of Licensor shall be the responsibility of Licensee, and Licensor shall have no obligation above for such non-conformity, and (ii) the costs of transport for the return of rejected Materials (to the extent requested by Licensor) are for the account of Licensor. e. Licensor shall use reasonable efforts to inform Licensee about any improvements or new developments with respect to the Materials, to the extent that Licensor learns of and has the ability to disclose same. f. On a calendar quarter basis, Licensee shall provide Licensor with a written forecast (each, a “Forecast”) of Licensee’s best, good faith estimate of its optionrequirements of the Materials for the following [*] forthcoming calendar months and shall update such forecast on quarterly basis, may which update should be available at least one calendar week before the start of the new quarter. Such Forecasts shall not be binding on either Party. g. The Licensee agrees to place the first bulk purchase order for at least fifty thousand ($50,000.00) U.S. dollars worth of Materials at a date mutually agreed upon between the two Parties. h. Licensor and Licensee are aware that the continuity of supply of the Materialsis essential to produce the Licensed Products. Licensor will inform Licensee as soon as possible, but at least with [*] months prior written notice to Polyzennotice, delay the acceptance of any Monthly Order planned intent to discontinue the manufacture and/or supply of the Materials, and as soon as possible of any likely or real inability to manufacture and/or supply the Materials in amounts reasonably needed to supply the most recent Forecast. i. In order to secure the continuous supply of the Materials, Licensor has agreed to manufacture and provide to Licensee, for storage and subsequent use by the Licensee, an Order Period for amount of Materials up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days approximately [*] supply, as forecasted by Licensee, provided that Licensee pays in advance for the manufacture and delivery [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the subject Delivery Date and must include new Delivery Dates for Securities Exchange Act of 1934, as amended. of such inventory (at the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total standard purchase price for Materials, to be quoted by Licensor for the subject Products on the original Delivery Dateamount ordered) of such Materials, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delaya reasonable delivery schedule. By way Licensee shall be responsible to store such Materials in good condition, and Licensee is solely responsible for such Materials after delivery, including any expiration of example, if a Purchase Order such stored Materials or for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017harm, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring loss or destruction to any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelysuch stored Materials that occurs.

Purchase Orders. Polyzen’s performance of Customer shall submit a purchase order corresponding to the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance Firm Order (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have ) [***] in advance of the right, but not delivery date requested in the obligation, to deliver Purchase Orders as provided hereinOrder. Each Purchase Order shall cover a period specify the quantity of three Product ordered, Customer’s purchase order number, the requested delivery date, the invoice address, the shipping address and any further information necessary or reasonably requested by Encap to facilitate the shipment of Product. Encap shall acknowledge receipt of Purchase Orders within ten (310) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day days of receipt of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate and Encap shall notify Customer immediately in writing if at any other point. Each Purchase time Encap has reason to believe that it will not be able to fill a Firm Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly OrderSupply Deficiency Notice”). Within five (5) business days after Polyzen’s receipt Beginning with the [***] Purchaser Order delivered with the Firm Order portion of each a Forecast, should Encap thereafter deliver to Customer [***] Supply Deficiency Notices in response to [***] consecutive Purchase OrderOrders, Polyzen shall notify Company or more than [***] Supply Deficiency Notices in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such any [***] month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentencerolling period, no Purchase Order submitted by Company then a “Supply Failure” shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; have occurred and the remaining 50% provisions of the purchase price at time of shipment of the Products subject to the Order DelaySection 3.7 shall apply. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standardsPORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectively[***] DENOTES OMISSIONS.

Purchase Orders. PolyzenAMYLIN shall submit Purchase Orders to BAXTER covering AMYLIN’s performance purchases of Product pursuant to this Agreement. AMYLIN shall not, without the written consent of BAXTER, designate a delivery date in a Purchase Order earlier than [***] ([***]) calendar days from the date AMYLIN submits the Purchase Order. Within ten (10) calendar days of XXXXXX’x receipt of the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which BAXTER shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day provide a confirmation of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase OrderOrder setting forth a Batch (or lot) number (if available), Polyzen shall notify Company in writing either the delivery date that BAXTER will meet and setting forth XXXXXX’x filling date for such order. Upon AMYLIN’s receipt of its acceptance of such confirmation, such Purchase Order or of its rejection thereof shall become a non-cancelable “Firm Purchase Order”, and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period AMYLIN shall be deemed accepted by Polyzen. Except as provided obligated to purchase from BAXTER all Product ordered in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject a Firm Purchase Order, . If BAXTER is unable to meet the specified delivery date BAXTER shall so notify AMYLIN and provide to AMYLIN an alternative delivery date which shall not be more than [***] ([***]) calendar days later than the initial delivery date designated by AMYLIN in its Purchase Order; provided that such the alternative delivery date is no less longer than forty-five [***] and [***] (45[***]) calendar days from the date issue of the AMYLIN Purchase Order is received by PolyzenOrder. Company, at its option, may upon prior written notice to Polyzen, delay To the acceptance extent of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date conflict between Purchase Orders submitted by AMYLIN and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Datethis Agreement, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Agreement shall control.

Purchase Orders. Polyzen’s performance of the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as Together with each Detailed Forecast provided belowunder Section 3.2(b), Company shall place a firm purchase order with CyDex in a form mutually agreed upon by the parties, for Company’s order of a written Commercial Grade Captisol for delivery consistent with the Detailed Forecast. Each purchase order, for all grades of Captisol, shall specify: (i) the grade of Captisol ordered (i.e., Commercial Grade Captisol, Clinical Grade Captisol or Research Grade Captisol); (ii) quantities; (iii) delivery dates; and (iv) reasonable shipping instructions. CyDex shall **** comply with Company’s requested delivery dates; provided, however, that the purchase order is received by CyDex at least **** prior to the stipulated delivery date. No purchase order shall be binding upon CyDex until accepted by CyDex in writing; provided that CyDex (x) shall accept in writing within **** after CyDex’s receipt of each purchase order for Clinical Grade Captisol or Research Grade Captisol, (y) shall accept in writing within **** after CyDex’s receipt of which will set forth each purchase order for Commercial Grade Captisol from Company with ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. respect to the requested quantity quantities of ProductCaptisol ordered that do not exceed the Purchase Volume Limitations, price per and (z) shall notify Company of CyDex’s ability to fill any quantities of such purchase order for Commercial Grade Captisol that are in excess of the Purchase Volume Limitations (but under the Volume Threshold) within **** after CyDex’s receipt of such purchase order. CyDex shall not be obligated to accept such orders to the extent that the quantities of Commercial Grade Captisol ordered exceed the Purchase Volume Limitations, but CyDex shall **** fill such orders for such excess quantities (provided that such quantities are less than the Volume Threshold) from available supplies. If CyDex**** is unable to supply such quantities that exceed the Purchase Volume Limitations to Company, ****. If any purchase order or other document submitted by Company hereunder or any other document passing between the parties contains terms or conditions in addition to or inconsistent with the terms of this Agreement, the terms of this Agreement shall control and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company prevail and such additional or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that inconsistent terms are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyhereby expressly rejected.

Purchase Orders. Polyzen’s performance 6.1 Buyer shall order NRE Services by issuing written purchase orders. Purchase orders for NRE Services will be deemed accepted by IBM unless rejected in writing by IBM, specifying the reasons for rejection, within fourteen (14) calendar days after IBM's receipt of such purchase order. 6.2 Buyer shall order Products by issuing written purchase orders. Purchase orders for Products must be received by IBM in advance, with at least the Purchase Order Lead Time specified in Attachment C, to allow IBM to meet Buyer's requested Shipment Date. Requested Shipment Dates will be deemed accepted (subject to the Purchase Order Lead Time) by IBM if the purchase order requesting such Shipment Date is accepted by IBM. If so accepted, a requested Shipment Date shall constitute a Scheduled Shipment Date. Subject to IBM's written acceptance, Buyer may request an improved Scheduled Shipment Date. Such acceptance shall not be unreasonably withheld by IBM. 6.3 Purchase orders for Products will be deemed accepted by IBM unless rejected in writing by IBM, specifying the reasons for rejection, within fourteen (14) calendar days after IBM's receipt of such purchase order. Purchase orders for Products may be rejected by IBM if such purchase order requests a quantity of Products that (i) exceeds the most recent Product demand forecast accepted by IBM or (ii) a Shipment Date IBM deems unacceptable, or (iii) does not comply with the terms and conditions of this Agreement, or if Buyer is in breach of this Agreement. 6.4 Purchase orders issued to IBM shall include the following: 6.4.1 NRE Services and/or Product(s) being ordered; 6.4.2 quantity of units of Product requested (in increments of the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance minimum ship pack quantity (except as provided below"SPQ") only), of a written purchase order, each of which will set forth the requested quantity of Product, ; 6.4.3 NRE charges and/or unit price per Attachment C; 6.4.4 billing address; 6.4.5 shipping instructions, including carrier, destination address and requested shipment dates; 6.4.6 reference to this Agreement and Agreement Number. 6.5 This Agreement shall take precedence over and govern in case of any additional, different or conflicting terms and conditions in any purchase order(s) or any other form of either party. Purchase orders and other forms of either party may not vary the terms of this Agreement. Additional, different or conflicting terms and conditions on a purchase order or other form shall be of no effect. 6.6 Notwithstanding any other provision of this Agreement, in the event that IBM's ability to supply the Product is constrained (except as caused by Buyer) for reasons which include, but are not limited to, component availability, and the desired delivery dates (eachScheduled Shipment Date cannot be met, a “Delivery Date”), for IBM will reduce the quantities of Products then ordered (each, a “Purchase Order”). Company shall have to be supplied to Buyer in proportion to the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period reduction in quantities of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day products of the second (2nd) month of same technology or utilizing the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product same manufacturing process to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”)supplied to satisfy others. Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance Receipt of such Purchase Order or allocated supply and later delivery of its rejection thereof and all undelivered ordered quantities after the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month constraint ends shall constitute Buyer's exclusive remedy in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative event of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelysupply constraint.

Purchase Orders. Polyzen’s performance of the Services shall be subject 5.6.1 Subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms and conditions of this Agreement, and Xxxxxx shall be bound to order one hundred percent (100%) of the forecasted quantities of Bulk Drug Product that are subject to a Binding Portion of the Launch Forecast or a rolling forecast. At least two hundred eighty (280) days prior to the desired delivery dates date, Xxxxxx shall submit a firm, binding, non-cancelable purchase order of its requirements for Bulk Drug Product (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have ) specifying (a) requested delivery dates for each batch and (b) the rightquantities of Bulk Drug Product that Xxxxxx desires to be either (i) marked with the SANCTURA XR designation; (ii) unmarked; and/or (iii) Xxxxxx Marked Capsules, but not provided that such breakdown corresponds to the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as breakdown set forth in Xxxxxx’ forecasts for the corresponding periods and subject to the provisions of Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”)5.4.5 and 5.6.2. Within five ten (510) business days after Polyzen’s of receipt of each Purchase Order, Polyzen Indevus shall notify Company provide confirmation in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received and delivery date(s) requested by PolyzenXxxxxx. CompanyOther than terms respecting quantity, at its optiondelivery date(s), may upon prior written notice shipment method and destination(s), no modification or amendment to Polyzenthis Agreement shall be effected by or result from the receipt, delay acceptance, signing or acknowledgement of Purchase Orders or other business forms containing terms or conditions in addition to or different from the acceptance terms and conditions set forth in this Agreement, and in the event of a conflict between the terms of any Monthly Purchase Order and this Agreement, this Agreement shall control. Indevus will use commercially reasonable efforts to supply Xxxxxx on or prior to the designated delivery date the quantities of Bulk Drug Product designated in an such Purchase Order, provided, however, that Indevus shall not be obligated to satisfy the aggregate portion of any Purchase Order Period that would exceed the aggregate Binding Portion for up such Calendar Quarter if its Third Party manufacturers have no obligation to three Indevus to satisfy any such excess portion. 5.6.2 Except as set forth in this Section 5.6.2, Xxxxxx’ Purchase Orders for each category of Bulk Drug Product (3i.e., either (i) months marked with the SANCTURA XR designation, (an “Order Delay”ii) unmarked, or (iii) Xxxxxx Marked Capsules). Written notice , shall be in ordinary production batch quantities of an Order Delay must be given to Polyzen at least fifteen three to four batches, with each batch currently expected to consist of 1.5 million capsules. Notwithstanding the foregoing, with respect to Bulk Drug Product ordered for sale during the twelve (1512) calendar days month period commencing with the first Launch in advance the Xxxxxx Territory or ordered during said period for delivery during said period or thereafter, Xxxxxx shall have the right to submit (and Indevus shall accept) Purchase Orders for one batch of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50Bulk Drug Product or multiples thereof, provided that (a) 100% of such batch is (i) marked with the total purchase price for the subject Products on the original Delivery DateSANCTURA XR designation or (ii) is unmarked, as provided designated in the subject such Purchase Order; and (b) such quantities and breakdown correspond to the remaining 50% quantities and breakdown set forth in Xxxxxx’ forecast for such period. If after the expiration of the period referred to in the preceding sentence, Xxxxxx advises Indevus in writing that it desires to purchase price at time Xxxxxx Marked Capsules, but in ordinary production batch quantities that do not satisfy the three or four batch minimum quantities for such category, Indevus will negotiate in good faith with its Third Party manufacturer to produce one batch of shipment of the Products such Xxxxxx Marked Capsules or multiples thereof, subject to the Order Delay. By way provisions of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelySection 5.4.5.

Purchase Orders. Polyzen’s performance On or before the first (1st) day of each calendar month, Reliant shall submit a purchase order for the Services shall Firm Commitment, which specifies the actual number of Batches to be subject to Polyzen’s receipt from Company or its AffiliatesManufactured and Packaged, and Polyzen’s written acceptance (except as provided below), the approximate number of a written purchase order, Units in each of which will set forth the requested quantity of Product, price per the terms of this AgreementBatch, and the desired delivery dates requested Delivery Dates for each Batch (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company Reliant shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each submit each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen Cardinal Health at least fifteen ninety (1590) calendar days in advance of the subject earliest Delivery Date and must include new requested in the Purchase Order. Cardinal Health shall confirm Delivery Dates for to Reliant. In the delayed deliveryevent of a conflict between the terms of any Purchase Order and this Agreement, this Agreement shall control. Products Notwithstanding the foregoing, Cardinal Health shall supply Reliant with quantities of Product that exceed by not more than [***] the quantities specified in the Firm Commitment (“Excess Quantities”), and shall use best commercial efforts to supply additional quantities of Product requested by Reliant (“Additional Quantities”). Cardinal Health’s supply of Excess Quantities and Additional Quantities are both subject to an Order Delay will be invoiced as follows: 50% (i) receipt of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for such Additional Quantities and Excess Quantities at least ninety (90) days in advance of the third calendar quarter requested Delivery Date for such Additional Quantities and Excess Quantities, and (ii) Cardinal Health’s possession of 2017 specified sufficient quantities of API to Manufacture Excess Quantities and Additional Quantities. Cardinal Health’s failure to supply Reliant with Additional Quantities shall not constitute a Monthly Order of 100 units of Product in July 2017, Company will have failure to supply under Section 2.2 and 4.2. Should Cardinal Health fail to [***]: Certain information on this page has been omitted and filed separately with the option of having the subject 100 units of Product delivered through October 2017 without incurring any penaltyCommission. Further, any subsequent Monthly Orders will be subject Confidential treatment has been requested with respect to the same delivery standards; omitted portions. supply Reliant with its requirements for the Monthly Orders Product, specifically excluding Additional Quantities, for August 2017 and September 2017 could then any particular month hereunder, Cardinal Health shall be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyrequired to make up the difference in the immediately subsequent month.

Purchase Orders. Polyzen’s performance of the Services (a) All purchases shall be subject pursuant to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered orders (each, a “Purchase Order”)) submitted by Xxxxxxx to EyePoint. Company Alimera shall have submit [***] Purchase Order for each Calendar Quarter[***], and shall specify in such Purchase Order (i) the rightquantity of the Product ordered, but not and (ii) the obligationrequested delivery date, to deliver Purchase Orders as provided herein. Each which Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except be [***] for the Initial Purchase Order, which shall be delivered as such Calendar Quarter set forth in Section 2.4.1 below, the Firm Order. All Purchase Orders shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period[***]. Polyzen EyePoint will consider in good faith accepting be deemed to have accepted any Purchase Orders for the Firm Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include period that (w) do not exceed [***]the requested amount quantity of Product to be delivered set forth in each month the Firm Order for the applicable period, and (x) are otherwise consistent with the delivery dates for the applicable period set forth in the Firm Order. EyePoint shall consider [***] all or any portion of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%y) exceeds [***] the quantity of the amount forecasted for such month Product set forth in the most recent Forecast (as defined below) Firm Order for the given period shall be deemed accepted by Polyzen. Except as provided applicable period, or (z) is otherwise inconsistent with the delivery dates set forth in the previous sentence, no Firm Order for the applicable period. EyePoint may decline to accept all or any portion of a Purchase Order submitted by Company providing written notice to Alimera within [***] following receipt of a Purchase Order. For clarity, if EyePoint does not provide written notice to Alimera that it is declining to accept all or any portion of a Purchase Order in writing within [***] following receipt thereof, then that Purchase Order shall be deemed to be have been accepted by Polyzen unless and until confirmed in writing by an authorized representative of PolyzenEyePoint. Polyzen shall deliver all Products pursuant to an accepted Once accepted, a Purchase Order on becomes part of this Agreement, and no changes may be made without [***]. (b) This Agreement, together with the desired Delivery Dates specified Product Rights Agreement, sets forth the exclusive contract terms between the Parties with respect to, and shall apply to, all orders for the Product. Any terms in the subject a Purchase Order, provided sales order, invoice or other notice submitted by either Party to the other Party that are different from or additional to the provisions hereof shall be null and void notwithstanding EyePoint’s delivery of, and Xxxxxxx’s acceptance of, the Product under such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017sales order, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyinvoice or other notice containing such terms.

Purchase Orders. Polyzen’s performance 5.1 All purchases and sales between National and Xxxxxxxxx shall be initiated by Xxxxxxxxx'x issuance of written purchase orders sent by either first class mail or facsimile. By written agreement of the Services Parties, purchase orders may also be sent and acknowledged by electronic data exchange or other mutually satisfactory system. Such "blanket" purchase orders shall be subject issued once per fiscal quarter for Wafers to Polyzen’s receipt from Company be delivered three (3) fiscal periods in the future. They shall state the Wafer quantities (specifying whether equivalents or its Affiliatesactual) by Wafer Module, and Polyzen’s shipping and invoicing instructions. National shall accept purchase orders through a written acceptance or electronic acknowledgment. Within a reasonable time after receipt of Xxxxxxxxx'x detailed device level Wafer starts request for the next fiscal period, National shall provide Xxxxxxxxx with a Wafer delivery schedule either on a weekly basis as the Wafers are started or for the Wafer starts for the entire fiscal period, as the parties may agree in writing. The purchase orders may utilize the first three (except 3) fiscal periods forecast in the eight period rolling forecast supplied pursuant to Section 4, as provided below)the embodiment of the purchase order for specifying the Wafer quantity by Wafer Module and Process, and whether sorted or unsorted. 5.2 In the event of any conflict between the terms and conditions of this Agreement and either Party's purchase order, acknowledgment, or similar forms, priority shall be determined as follows: (a) typewritten or handwritten terms on the face of a written purchase order, each acknowledgment or similar document or in the main body of an electronic equivalent which will set forth have been specifically accepted in writing by the requested quantity of Product, price per other Party's Program Manager; (b) the terms of this Agreement; (c) preprinted terms incorporated in the purchase order, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period acknowledgment or similar document. 5.3 Consistent with standard practices of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day issuing specific device level details of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product part numbers to be delivered in each month of fabricated on a weekly or periodic basis, Xxxxxxxxx may unilaterally change the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed part number to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Ordermanufactured, provided that such date National agrees that the change does not negatively impact National's loadings and provided further that there is no less than forty-five (45) days from change in the date Process flow to be used. A change that will negatively impact loading or alter the Process flow may only be directed upon National's agreement; National shall utilize its Best Efforts to comply with such requested change. The specific part number detail shall be submitted by first class mail or facsimile. By written agreement of the Purchase Order Parties, specific part number detail may also be sent by electronic data exchange, or other mutually satisfactory system. 5.4 Fairchild shall request delivery dates which are consistent with National's reasonable lead times for each Product as indicated at the time Xxxxxxxxx'x purchase order is received placed. Notwithstanding the foregoing, National shall utilize its Best Efforts to accommodate requests by PolyzenXxxxxxxxx for quick turnarounds or "hot lots", which includes prototype lots. Company, at its option, Hot lot cycle times and the premiums to be paid therefor are listed in Exhibit K. 5.5 National may upon prior written notice to Polyzen, delay the acceptance manufacture lots of any Monthly Order size which satisfy the requirements of effective manufacturing. However, Xxxxxxxxx must place orders for full flow and prototype Products in an Order Period for up to three increments of twelve (312) months or twenty-four (an “Order Delay”24). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectively.

Purchase Orders. Polyzen’s performance of (a) In addition to the Services shall be throughput subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will the Minimum Volume Commitment set forth the requested quantity of Product, price per the terms of in this Agreement, TLO and Tesoro may enter into purchase orders substantially in the desired delivery dates (each, a “Delivery Date”), for the Products then ordered form attached hereto as Exhibit 1 (each, a “Purchase Order”). Company Upon a request by Tesoro pursuant to this Agreement or as deemed necessary or appropriate by TLO in connection with the services to be delivered pursuant hereto, TLO shall have generate a Purchase Order to set forth the right, but not specific terms and conditions for providing the obligation, applicable services described therein and the applicable fees to deliver Purchase Orders as provided hereinbe charged for such services. Each No Purchase Order shall cover be effective until fully executed by both TLO and Tesoro. (b) Items available for inclusion on a period Purchase Order include, but are not limited to, the following: (i) allocation of three storage and throughput capacity for separate Products at each Terminal, other than pursuant to current practices; (3ii) months (the “Order Period”) and, except per-barrel fees for the Initial volumes Tesoro throughputs at the Terminals; (iii) if dedicated storage tanks are to be utilized and the fees payable by Tesoro therefor; (iv) any allocation of excess capacity, other than pursuant to current practices; (v) fees to be paid by Tesoro for the use of any allocation of excess capacity; (vi) any Ancillary Services for each Terminal and the fees for such Ancillary Services; (vii) any surcharge not otherwise imposed by TLO pursuant to Section 6; (viii) any capital expenditures and related costs subject to reimbursement pursuant to Section 9; (ix) any cleaning of tanks or the conversion of a dedicated tank to storage of a different Product pursuant to Section 9 and the fees related thereto; (x) any special or proprietary additive injection services or higher additive injection rates and the fees for such services pursuant to Sections 16 and 18; (xi) any fees to be paid by Tesoro to TLO for lubricity and conductivity additive and injection services (including DCA injection) provided pursuant to Section 17 and 18 for Low Sulfur Diesel/Ultra Low Sulfur Diesel Fuel delivered to trucks for Tesoro's account; (xii) any fees for the operation of special additive equipment described in Section 20; (xiii) the receipt, storage and blending of ethanol into Tesoro's gasoline pursuant to Section 21; (xiv) the reimbursement of any costs incurred by TLO for periodic software updates, replacement of loading systems or software or other upgrades pursuant to Section 22; and (xv) any dedicated storage to be provided and applicable fees therefor. (c) Any fees set forth in this Agreement and any Purchase Order shall be increased on July 1 of each year of the Term, by a percentage equal to the greater of zero or the positive change in the CPI-U (All Urban Consumers), as reported by the U.S. Bureau of Labor Statistics. (d) In case of any conflict between the terms of this Agreement and the terms of any Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day terms of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each applicable Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelygovern.

Purchase Orders. Polyzen’s performance of the Services shall be subject A. From time to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except time as provided belowin this Section 4.3(A), Client shall submit to Catalent a [*] purchase order for Product specifying the number of a written purchase orderBatches to be Processed, each the Batch size (to the extent the Specifications permit Batches of which will set forth different sizes) and the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates date for each Batch (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right; provided, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order may be for less than [*]. Concurrently with the submission of each Rolling Forecast, Client shall submit a Purchase Order for the Firm Commitment. Purchase Orders for quantities of Product in excess of the Firm Commitment shall be submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen Client at least fifteen (15) calendar [*] days in advance of the subject Delivery Date delivery date requested in the Purchase Order (“Lead Time Requirement”). Catalent shall be obligated to accept any Purchase Order that meets the Lead Time Requirement and must include new Delivery Dates that is for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% a quantity of Product that does not exceed [*] of the total purchase price for the subject Products on the original Delivery Date, as provided quantity of Product set forth and agreed upon in the subject Firm Commitment. Catalent may reject Purchase Order; and Orders in excess of [*] more than the remaining 50% of the purchase price at time of shipment of the Products subject Firm Commitment. Failure to the Order Delay. By way of example, if provide a Purchase Order for does not absolve Client of its obligation regarding the third calendar quarter Firm Commitment. B. Catalent shall confirm in writing that a Purchase Order has been accepted within [*] business days of 2017 specified receipt thereof by written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each Acknowledgement shall include the Processing Date and shall either confirm the delivery date set forth in the Purchase Order or set forth a Monthly Order reasonable alternative delivery date; provided that any alternative delivery date proposed by Catalent is within [*] business days of 100 units the delivery date set forth in the Purchase Order. Catalent’s failure to timely provide an Acknowledgement shall be deemed an acceptance of Client’s Purchase Order. C. Notwithstanding Section 4.3(A), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to [*]% in July 2017excess of the quantities specified in the Firm Commitment, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity; provided, that Catalent’s failure to supply Client with quantities in excess of the same delivery standards; quantities specified in the Monthly Orders for August 2017 Firm Commitment shall not constitute a breach of this Agreement by Catalent. D. In the event of a conflict between the terms of any Purchase Order or Acknowledgement and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Agreement, the terms of this Agreement shall control.

Purchase Orders. Polyzen’s performance Toyama shall deliver to Cempra an order for the aggregate volume of each Supplied Compound during each Firm Zone, provided that, with respect to the Services shall be subject to Polyzen’s receipt from Company or first [*] orders placed hereunder, Toyama may, at its Affiliatesoption, and Polyzen’s written acceptance (except as provided below), place its orders for Supplied Compound no less than [*] months in advance of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates date therefor (eachany order described in this sentence, a “Delivery Date”), for the Products then ordered (each, a “Purchase Commercial Supplied Compounds Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Commercial Supplied Compounds Order shall cover specify the volume of Supplied Compound ordered, and the Delivery Date of Supplied Compound is to be made available to Toyama under Section 4.4. The amount of each Supplied Compound ordered in each Commercial Supplied Compounds Order shall not vary by more than [*] percent ([*]%) from the amount of such Supplied Compound specified in the most recently preceding Non-binding Forecast therefor (i.e. actual Commercial Supplied Compounds Orders for delivery in a period of three particular month may not be less than [*] percent (3) months [*]%), nor more than [*] percent (the “Order Period”) and[*]%), except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested corresponding amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month specified in the most recent Forecast (preceding Non-binding Forecast). Any Orders will be delivered electronically or by other means to such location as defined below) Cempra shall designate to Toyama. Except as described above with respect to the first [*] Commercial Supplied Compounds Orders placed hereunder, Toyama shall issue each Commercial Supplied Compounds Order to Cempra not [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. less than [*] calendar months prior to the Delivery Date on which Toyama has requested Cempra to deliver Supplied Compound pursuant to each such Commercial Supplied Compounds Order. In the absence of the receipt by Cempra of a Commercial Supplied Compounds Order for a particular month within the Firm Zone, such month of the Firm Zone shall constitute a binding Commercial Supplied Compounds Order for the given period volumes of Supplied Compound forecast in such month with a designated Delivery Date of the [*] Calendar Day of such month. Each Commercial Supplied Compounds Order that is submitted, or deemed submitted, in accordance with this Section 2.4 shall be deemed accepted by PolyzenCempra and Cempra shall fulfill each Commercial Supplied Compounds Order. Except as provided in the previous sentence, no Purchase Order submitted Deliveries of Supplied Compound or Clinical Supply under this Agreement may vary by Company shall be deemed up to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days [*] Calendar Days from the date of the Purchase Order is received by Polyzen. Company, at its optionspecified Delivery Date (i.e., may upon prior written notice to Polyzen, delay be between [*] Calendar Days before the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject specified Delivery Date and must include new Delivery Dates for [*] Calendar Days after the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original specified Delivery Date, as provided ). Such variance in the subject Purchase Order; and the remaining 50% actual date of the purchase price at time delivery shall not constitute a breach of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested contract by Company and delivered through November 2017 and December 2017 respectivelyCempra.

Purchase Orders. Polyzen’s performance of (a) On the Services Effective Date, Customer shall place a Purchase Order for Products in the Purchased Inventory, which Customer shall acquire at no cost. For clarity, no Purchased Inventory included in such initial Purchase Order shall be counted against any Monthly Period Product Quantity Minimum, Monthly Period Product Quantity Cap or Yearly Period Product Quantity Cap required hereunder, and the Purchased Inventory shall not be subject to Polyzen’s receipt from Company the Minimum Lot Size or its Affiliatesconsidered part of any Rolling Forecast. (b) Not less than thirty (30) days prior to the first day of each Month, and Polyzen’s written acceptance (except as provided below), Customer shall submit a Conforming Purchase Order for the quantity of a written purchase order, each of which will Products set forth for the requested quantity first Month of Productthe then-current Binding Commitment. All Conforming Purchase Orders shall become binding on Supplier and Customer when received by Supplier, price per the terms of this Agreementsubject to Section 2.2. (c) Customer may, and the desired delivery dates from time to time, in Customer’s discretion, place a Purchase Order for Products that is not a Conforming Purchase Order (each, a “Delivery Date”), for the Products then ordered (each, a “Non-Conforming Purchase Order”). Company To the extent the quantity of a Product set forth for any Month on a Non-Conforming Purchase Order (when combined with the quantity of such Product set forth in the Conforming Purchase Order for such Month submitted pursuant to Section 4.2(b)) exceeds the Binding Commitment in such month or the Monthly Period Product Quantity Cap for such Product, the Parties will work together in good faith to attempt to meet Customer’s demand, subject to capacity limitations, the availability of Raw Materials and the availability and capacity of Supplier’s third party service providers; provided that Supplier shall have no obligation to meet such additional demand or otherwise supply Product pursuant to any Non-Conforming Purchase Order. Notwithstanding anything provided herein to the rightcontrary, but not the obligationParties acknowledge that in the event that BD, to deliver Purchase Orders as provided herein. Each Customer hereunder, places a Conforming Purchase Order to SpinCo, as Supplier hereunder, that SpinCo cannot satisfy solely based on BD’s inability or limitations to supply Raw Material under any Ancillary Agreement (taking into consideration, among other things, SpinCo’s ability to procure the substantial equivalent of such Raw Materials from third parties), then SpinCo, as Supplier hereunder, shall cover a period not be in breach of three (3) months (the “Order Period”) and, except for the Initial this Agreement solely because of SpinCo’s inability to fulfil such Conforming Purchase Order, which and only for the duration of BD’s inability or limitations to supply Raw Material under any Ancillary Agreement, and the Parties shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider work in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period resolve such issues. (each, a “Monthly Order”). Within five (5d) business days after Polyzen’s receipt The terms and conditions of each Purchase Order (including any Conforming Purchase Order and Non-Conforming Purchase Order) shall be consistent with this Agreement and the Statement of Work, and to the extent any Purchase Order, Polyzen invoice, acknowledgment or other form used by Supplier or Customer contains any provisions that are in addition to or contrary to the provisions of this Agreement or the Statement of Work, such additional or contrary provision shall notify Company have no force or effect and the terms of this Agreement or the Statement of Work, as applicable, shall govern (unless otherwise agreed to by the Parties in writing either writing). (e) Any portion of its acceptance or all of such a Purchase Order or of its rejection thereof and the reason therefor. Any (including any Conforming Purchase Order and Non-Conforming Purchase Order) that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month is not submitted in the most recent Forecast (as defined below) for the given period accordance with this Agreement shall be deemed rejected by Supplier unless accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted Supplier by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice provided by Supplier to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least Customer within fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% receipt by Supplier of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject such Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the . For clarity, any rejected Purchase Order Delay. By way of example, if shall not constitute a Purchase Order for the third calendar quarter in satisfaction of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject Customer’s obligation to the same delivery standards; purchase the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyPeriod Product Quantity Minimum.

Purchase Orders. Polyzen’s performance (a) The Supplier will provide the Deliverables as further set forth in a Statement of Work, all in accordance with the Services shall terms and conditions set forth in this Agreement including without limitation, in accordance with the Service Requirements; any applicable implementation plan (as may be subject to Polyzen’s receipt from Company or its Affiliatesagreed in writing by the Parties in a Statement of Work); any applicable Purchase Order, and Polyzen’s written acceptance (except as provided below), each Statement of a written purchase order, each Work agreed upon by the Parties. The Supplier shall make reasonable efforts to acknowledge receipt of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of issued by TELUS within three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or Business Day after its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof by the Supplier and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) engage with TELUS, promptly thereafter, in order to confirm acceptance of the amount forecasted Purchase Order, or otherwise identify any further information required by Supplier in order to confirm acceptance of same. (b) Unless otherwise specified in a Service Schedule, for such month in the most recent Forecast (as defined below) for the given period each new Customer, TELUS and Supplier shall be deemed accepted by Polyzenagree on a new Statement of Work. Except as contemplated below, further ordering of Deliverables for the said new Customer may be implemented through the use of mutually agreed to Purchase Orders. After such delivery, either Party may identify the need for customization or integration in order to meet any special requirements for such Customer, including as may be required to facilitate processes or interactions/workflows specific to such Customer. Where customization or integration is required, Supplier and TELUS shall jointly promptly prepare a draft Statement of Work specifying in reasonable detail: (i) all required changes to the Deliverables that are outside of its then current functionality, including the exact change specifications; (ii) all applicable timelines for completion and launch of the Deliverables (including any impact on any other Work Product, Services or work to be provided or performed under this Agreement); (iii) all fees and costs payable; a planning budget for the planning and implementation of the work; and (iv) all additional requirements of, and work required by, the Supplier. in each case, in order for the Supplier to fulfil such special requirements for the Customer. Each such Statement of Work and changes thereto shall require sign-off from TELUS and the Supplier before any development work begins. (c) The Supplier will advise TELUS of its progress on a consistent periodic basis, in the previous sentenceform, no Purchase Order submitted manner and frequency set out in a Statement of Work or as otherwise specified by Company shall be deemed TELUS and agreed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of PolyzenSupplier. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay TELUS will be invoiced entitled to conduct testing of all Deliverables against the applicable Acceptance Criteria as follows: 50% contemplated in a Statement of Work. (d) Unless as otherwise set out in a Statement of Work, any forecasts provided to the total purchase price Supplier by TELUS with respect to quantities, required launch dates, or otherwise, in connection with the Deliverables are non-binding estimates and are for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; general information purposes only and the remaining 50% Supplier will not assert any claim against TELUS or its Representatives in connection with such forecasts, including any claim for loss of the revenue resulting from a deviation of such forecasts. (e) Any standard terms and conditions pre-printed on or referenced in any Supplier form of quote, purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a order (including TELUS Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders Orders) or change order will be subject to superseded and replaced by the same delivery standards; the Monthly Orders for August 2017 terms and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyconditions of this Agreement.

Purchase Orders. PolyzenCustomer shall place purchase orders binding on Customer for the number of Batches it wishes to order at least [***] months (or earlier as may be [***]) prior to the Commencement Date for such Batches in accordance with Lonza’s performance most recent response to the Forecast. For the sake of clarity, Parties acknowledge that the lead times with respect to the issuance of Purchase Orders for commercial launch and supply need to be longer and will be agreed upon between the Parties and amended at a later stage. Each binding purchase order shall be signed by Customer and shall authorize Lonza to manufacture such Batches of the Services Product as are set forth therein. Lonza shall not be obligated to commence manufacture of any Batch unless and until such written purchase order is accepted in writing by Lonza. Any delivery date set forth in Lonza’s written confirmation of a purchase order shall be subject to Polyzen’s receipt from Company an estimated delivery date only. All ordered Batches shall be scheduled in a single Campaign in each calendar year unless otherwise agreed by Lonza. Any additional or its Affiliates, and Polyzen’s written acceptance (except as provided below), inconsistent terms or conditions of a written any Customer purchase order, each of which will set forth the requested quantity of Product, price per the terms of acknowledgement or similar standardized form given or received pursuant to this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company Agreement shall have no effect and such terms and conditions are hereby rejected. For clarity, the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then then-current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period Project Plan shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a binding Purchase Order for the third calendar quarter Batches set forth in the Project Plan with the Commencement Date of 2017 specified a Monthly Order of 100 units of Product such Batches being the commencement dates set forth in July 2017the Project Plan, Company will and Customer shall not be required to place separate Purchase Orders for such Batches. Customer shall have the option right to reschedule and/or cancel any of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject Batches in the Project Plan in the same manner and pursuant to the same delivery standards; terms and conditions as the Monthly Orders for August 2017 rescheduling and September 2017 could then be similarly delayed cancellation set forth in Sections 6.3 through 6.6 as requested by Company and delivered if they were the Batches ordered through November 2017 and December 2017 respectivelya Purchase Order.

Purchase Orders. Polyzen’s performance 4.2.1 Products will be ordered by Neos by the issuance of the Services shall be subject to Polyzen’s receipt from Company or its Affiliatesseparate, and Polyzen’s written acceptance (except as provided below), of a pre-numbered written purchase order, orders placed by electronic mail or by any other method agreed upon by the Parties (each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as upon acceptance by CPI (without limitation to the binding nature of the firm calendar quarter set forth in Section 2.4.1 below4.1, above), shall be delivered by no later than 5:00 p.m. (EST) on constitute a binding obligation of CPI to ship the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”)Products specified therein. Within five (5) business days after PolyzenCPI’s receipt of each a particular Purchase OrderOrder placed by Neos, Polyzen shall notify Company CPI will either acknowledge and accept in writing either of its acceptance the receipt of such Purchase Order by providing a written confirmation to Neos (a “Confirmation”), or of its rejection thereof and the reason thereforreject such Purchase Order. Any Purchase Order that reflects Monthly Orders that are If no such Confirmation is received within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence5-day period, no Purchase Order submitted by Company shall then CPI will be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject have rejected such Purchase Order, provided that except to the extent such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Companyfor Products for which Neos has a binding purchase commitment, at its option, may upon prior written notice to Polyzen, delay the acceptance which portion of any Monthly such Purchase Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products binding on the original Delivery Date, as provided in the subject Purchase Order; CPI and the remaining 50% of the purchase price at time of shipment of the Products deemed to have been confirmed by CPI (subject to the Order Delaylimitations set forth in Section 4.1 above regarding quantities in excess of the Forecast). By way All Purchase Orders Confirmed (or deemed to have been confirmed) by CPI are binding on both Parties and may not be cancelled except as set forth in Section 4.2.2 hereof. Purchase Orders shall state quantities, shipping dates and shipping instructions for all Products and any other information as CPI may from time to time reasonably request. All sales of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders Products by CPI to Neos will be subject to the same provisions of this Agreement. No provision of any Purchase Order shall alter or add to any of the terms or conditions of this Agreement, and in the event of any inconsistency, the terms of this Agreement shall govern, unless the Parties expressly agree to such additional or replacement terms or conditions in a writing other than the Purchase Order. 4.2.2 Purchase Orders shall be submitted by Neos at least thirty (30) days prior to the shipment date specified. With respect to any Purchase Order not submitted at least thirty (30) days prior to the requested delivery standards; dates, CPI will use commercially reasonable efforts to ship Products pursuant to such Purchase Order by the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelydate of delivery.

Purchase Orders. Polyzen’s performance GWI shall deliver to Supplier purchase orders --------------- ("POs") for that portion of the Services Binding Primary Commitment to be shipped to other sites and for quantities to be shipped from Primary Inventory. The PO shall specify the volumes of Primary Products ordered, the requested date of delivery (the "Delivery Date") and the destination for delivery. Supplier shall be subject obligated to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of make such Primary Products available for shipment so that delivery occurs on a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”)date [*]. Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which Supplier shall be delivered as entitled to rely on the carrier delivery times set forth in Section 2.4.1 Schedule 2.4(c) attached hereto and incorporated --------------- herein by reference and shall have no liability for any delivery delay occasioned by any carrier's failure to meet its committed delivery schedule. POs issued shall be binding on Supplier to the extent consistent with the Binding Primary Commitment and Supplier's obligations under Sections 2.3. 2.4 and 2.5 below, but inconsistent POs shall not be delivered by no later than 5:00 p.m. (EST) on binding unless the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed inconsistent PO is expressly accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative Supplier or, to the extent inconsistent, can be filled out of PolyzenPrimary Inventory (provided that the provisions of Section 4.3 shall apply in the event of a conflict between such PO and demands on Primary Inventory required to fill Binding Primary Commitments). Polyzen Supplier shall deliver all Products pursuant promptly notify GWI of the acceptance or rejection of any portions of a PO considered by Supplier to an accepted Purchase Order on be not consistent with the desired Delivery Dates Binding Primary Commitment portion of a forecast or Supplier's obligations under Sections 2.3, 2.4 or 2.5 below. In any event, GWI shall issue POs to Supplier not less [*] specified in the subject Purchase Order, provided that any such date is no less than forty-five (45) days from the date of the Purchase Order is received by PolyzenPO. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”)[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Purchase Orders. Polyzen’s performance 2.1 Products will be manufactured and shipped according to a mutually agreed schedule. Once agreed to, manufacture and shipment of the Services shall Products will be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance in accordance with EXABYTE’S Purchase Orders (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase OrderOrder(s)”). Company shall have the right, but not the obligation, to deliver Purchase Orders may be issued in hard copy and will be issued at intervals as provided hereinmutually agreed. Each Blanket Purchase Order shall cover a period of three Orders (3BPOs) months (the “Order Period”) and, except for the Initial Purchase Order, which shall next three months will be delivered as set forth in Section 2.4.1 below, shall be delivered provided on an every thirty (30) day rolling basis by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product EXABYTE to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof ESGW and the reason thereforPurchase Orders for the first thirty (30) day period among BPOs are firm orders. Any Purchase Order EXABYTE reserves the right to modify the manufacturing requirements that reflects Monthly Orders that are within twenty fall outside the aforesaid thirty (30) day window down to a level not less than seventy percent (2070%) of the amount forecasted for such month in original requirements per BPOs. Purchase Orders will state the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed number of Products to be accepted manufactured and shipped during the period covered by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than fortyand other terms as mutually agreed. 2.2 Once every thirty (30) days, EXABYTE will provide a twenty-five six (45) days 26)week rolling forecast (“Forecasts”). 2.3 ESGW will purchase material to manufacture Products according to the quantity and delivery schedules set forth in Purchase Orders and Forecasts in effect from time to time during the date term of this Agreement. ESGW will purchase material for the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice Products according to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three EXABYTE’s Approved Vendor List (3) months (an “Order DelayAVL”). Written notice With EXABYTE’s prior written consent, ESGW may purchase material in excess of an Purchase Order Delay must requirements, such as long lead time components or components which can be given purchased in volume at a lower price. 2.4 Stopping Shipments EXABYTE may request ESGW to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date stop shipments for quality reasons. If EXABYTE so requests, ESGW’s obligations to meet delivery commitments and must include new Delivery Dates for the delayed deliveryEXABYTE’s obligations under Section 2.1. Products subject shall thereafter be suspended until such time as EXABYET thereafter requests ESGW to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of recommence shipment of the Products subject Products. EXABYTE and ESGW shall work together to the Order Delayallow to resume production as promptly as practicable. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product All requests pursuant to this Section shall be in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelywriting.

Purchase Orders. Polyzen’s performance 7.1 All purchases and sales between National and Xxxxxxxxx shall be initiated by Xxxxxxxxx'x issuance of written purchase orders sent by either first class mail or facsimile. By agreement of the Services Parties, purchase orders may also be sent and acknowledged by electronic data exchange or other mutually satisfactory system. Such "blanket" purchase orders shall be subject to Polyzen’s receipt from Company or its Affiliatesissued once per fiscal quarter for assembly starts three (3) fiscal periods in the future. They shall state the product family, package and pin count, and Polyzen’s shipping and invoicing instructions. National shall accept purchase orders through a written acceptance or electronic acknowledgment. Upon receipt of Xxxxxxxxx'x detailed Device level assembly starts request for the next fiscal period, National shall provide Xxxxxxxxx with a Product delivery schedule either on a weekly basis as assembly is started or for the assembly starts for the entire fiscal period, as the Parties may agree. The purchase orders may utilize the first three (except 3) fiscal periods forecast in the eight period rolling forecast supplied pursuant to Section 6, as provided below)the embodiment of the purchase order for specifying the assembly starts by package and pin count. 7.2 In the event of any conflict between the terms and conditions of this Agreement and either Party's purchase order, acknowledgment, or similar forms, priority shall be determined as follows: (a) typewritten or handwritten terms on the face of a written purchase order, each acknowledgment or similar document or in the main body of an electronic equivalent which will set forth have been specifically accepted in writing by the requested quantity of Product, price per other Party's Program Manager; (b) the terms of this Agreement; (c) preprinted terms incorporated in the purchase order, acknowledgment or similar document. 7.3 Consistent with standard practices of issuing specific Device level details of part numbers to be assembled on a weekly or periodic basis, Xxxxxxxxx may unilaterally change the part number to be manufactured, provided that National agrees that the change does not negatively impact National's loadings and provided further that there is no change in the desired delivery dates (each, a “Delivery Date”), for package and pin count to be used. A change that will negatively impact loading or alter the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Orderpackage and pin count may only be directed upon National's written agreement, which shall be delivered as set forth in Section 2.4.1 below, utilize its Best Efforts to comply with such requested change. The specific part number detail shall be delivered submitted by no later than 5:00 p.m. (EST) on the last business day first class mail or facsimile. By written agreement of the second (2nd) month of Parties, specific part number detail may also be sent by electronic data exchange, or other mutually satisfactory system. 7.4 Xxxxxxxxx shall request delivery dates which are consistent with National's reasonable lead times for each Device as indicated at the then current Order Periodtime Xxxxxxxxx'x purchase order is placed. Polyzen will consider in good faith accepting any Purchase Order delivered Notwithstanding the foregoing, National shall utilize its Best Efforts to accommodate requests by Company Xxxxxxxxx for quick turnarounds or its Affiliate at any other point"hot lots", which includes prototype lots. Each Purchase Order Hot lot cycle times shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty fifty percent (2050%) reduction of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, standard cycle time with a $2,000 lot charge. 7.5 National may upon prior written notice to Polyzen, delay the acceptance manufacture lots of any Monthly Order size which satisfy the requirements of effective manufacturing. However, Xxxxxxxxx must place orders for full flow and prototype Products in an Order Period for up to minimum lot sizes of three thousand (33,000) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyDevices.

Purchase Orders. Polyzen(a) Winalite will order Products from Manufacturer on Winalite’s performance of the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written standard purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered order form (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall will be delivered as set forth deemed accepted by Manufacturer unless specifically rejected in Section 2.4.1 below, shall be delivered writing by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within Manufacturer within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order. (b) Each Purchase Order is received by Polyzendelivered to Manufacturer under this Agreement will be deemed a part of and/or incorporated into this Agreement, provided, however, that the only binding terms of such Purchase Order will be the specific terms identifying the Products ordered, the quantity, delivery schedule, delivery method, destination and FOB/CIF designation. CompanyThe Parties expressly agree that all other provisions of Buyer’s Purchase Orders or Manufacturer’s order acknowledgement are void, at its option, may upon prior written notice to Polyzen, delay it being the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance express intent of the subject Delivery Date and must include new Delivery Dates for Parties that this Agreement governs the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% general terms of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject sale. (c) All Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject delivered to Manufacturer by facsimile, e-mail or international courier. (d) The form and content of the Purchase Orders, including any terms and conditions appearing on or attached to the same delivery standardsPurchase Orders, will be determined in the sole discretion of Winalite; provided, however, that Manufacturer will have five (5) days from receipt of any Purchase Order to object in writing to any change to the Monthly Orders for August 2017 and September 2017 could then commercial terms thereof, as compared to the immediately preceding Purchase Order accepted or deemed accepted by Manufacturer. If Manufacturer so objects, the Purchase Order will be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelydeemed canceled. If Manufacturer does not so object, the Purchase Order will be deemed accepted.

Purchase Orders. Polyzen’s performance of the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. a) Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product Crofelemer Animal API to be delivered to Jaguar in each any month (i) shall be in multiples of the subsequent Order Period Full Product Lot of the Crofelemer Animal API and (each, a “Monthly Order”). Within five (5ii) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within not be less than 80% nor more than one hundred twenty percent (20120%) of the amount forecasted quantities specified in any previous Firm Forecast applicable to such month. In no event shall the delivery date of Crofelemer Animal API for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no any Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five six (456) days months from the date of the Purchase Order is received by Polyzen. CompanyOrder; provided however, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up that such period shall be shortened to three (3) months so long as Jaguar has fulfilled its obligations under Section 2.6 to provide to Glenmark the Jaguar-Supplied CPL in respect of such Purchase Order. (an “b) Each Purchase Order Delay”). Written notice shall specify the quantity of an Crofelemer Animal API ordered, the required delivery date, the port of entry and terminal for DAT delivery as specified in Section 3.5, and any special instructions or invoicing information. (c) Glenmark shall acknowledge and accept the Purchase Order Delay must be given to Polyzen at least fifteen (15) calendar days from Jaguar made in advance accordance with and governed by this Agreement, and any terms or conditions of such Purchase Order which conflict or are inconsistent with the terms of the subject Delivery Date Agreement are void and must include new Delivery Dates for hereby rejected. (d) Jaguar shall be obligated to purchase and take delivery of, and Glenmark shall be obligated to deliver by the delayed delivery. Products subject to an Order Delay will be invoiced required delivery date set forth therein, such quantities of Crofelemer Animal API as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided are set forth in the subject each accepted Purchase Order; and . (e) Glenmark shall deliver the remaining 50% quantities of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Crofelemer Animal API set forth in each accepted Purchase Order for by the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product required delivery date set forth in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelysuch Purchase Order.

Purchase Orders. Polyzen’s performance of Contractor shall only accept purchase orders that: (a) contain the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will mandatory language set forth in Section 2.7.1; (b) specify the requested quantity of ProductGoods ordered; (c) specify a delivery schedule, price per if any; (d) specify delivery location; (e) specify invoicing address; and (f) specify Authorized Purchaser’s authorized representative, (g) specify Purchase Order number. Contractor shall only accept Purchase Orders that do not vary, amend, modify, or add Contract provisions other than changes to the Authorized Purchaser’s authorized representative, identification of Goods and order quantities, optional Services, equipment and accessories offered under the terms of this the Price Agreement, delivery schedules in accordance with the terms of the Price Agreement, delivery destination and invoicing address. Each such Purchase Order Contractor accepts shall create a separate Contract between the desired delivery dates parties, enforceable in accordance with the terms thereof and independent of all other such Contracts. 2.7.1 MANDATORY PURCHASE ORDER LANGUAGE: THIS PURCHASE IS SUBMITTED PURSUANT TO STATE OF OREGON PRICE AGREEMENT # YYY-YYYY-YY. THE PRICE AGREEMENT INCLUDING CONTRACT TERMS AND CONDITIONS AND SPECIAL CONTRACT TERMS AND CONDITIONS (eachT's & C's) CONTAINED IN THE PRICE AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE AND SHALL APPLY TO THIS PURCHASE AND SHALL TAKE PRECEDENCE OVER ALL OTHER CONFLICTING T's AND C's, EXPRESS OR IMPLIED. 2.7.1.1 Notwithstanding any other provision of this Price Agreement, in the event that an Authorized Purchaser uses a credit card to pay for an order, an Authorized Purchaser generated Purchase Order is not a necessary document to the transaction. In lieu of a Purchase Order document, a “Delivery Date”)Contractor order acknowledgement document will become a part of the Contract. However, in no event will an order acknowledgement, web order page or other Contractor generated document used to acknowledge the order such modify or provide additional terms and conditions of this Contract. Such order acknowledgement document shall be for the Products then ordered (each, sole purpose of acknowledging the order and payment and are not part of this Price Agreement or any resulting Contract. 2.7.1.2 In the event a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each court of competent jurisdiction determines that a Purchase Order shall cover a period of three (3) months (the “Order Period”) andconstitutes an offer rather than an acceptance, except for the Initial Purchase Order, which then acceptance by Contractor shall be delivered limited to the terms and conditions of the Contract as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Price Agreement.

Purchase Orders. PolyzenThis Agreement applies to all Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with ANXXXXXX xor the purchase of Product. In this Section 5, and throughout this Agreement, where ETON’s performance rights with respect to Product are referenced, “ETON” will include ETON’s Affiliates. The terms and conditions of the Services this Agreement including those presented in all exhibits attached hereto shall be subject apply to Polyzen’s receipt from Company any Purchase Order, regardless whether this Agreement or its Affiliates, terms and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from ANXXXXXX xhat is inconsistent or not provided in this Agreement shall not be applicable to any orders for the requested quantity of ProductProduct placed by ETON during the Term, price per unless expressly agreed to by the Parties in writing. ANXXXXXX xhall be deemed to have accepted a Purchase Order for which ANXXXXXX xoes not notify ETON in writing within seven (7) business days after its receipt, provided that ANXXXXXX xay only reject such Purchase Order to the extent it is inconsistent with the terms of this Agreement. ANXXXXXX xhall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. (1) The volume of a minimum order of Product shall be one (1) full batch of Product according to the working conditions of ANXXXXXX’X XMO. As the execution date of this agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall current conditions have the rightCommercial Batch equal to approximately thirty-seven thousand (37,000) vials (2) Unless otherwise agreed to by the Parties, but the minimum shelf life of Product provided to ETON by ANXXXXXX, through CMO, shall be not less than 80% of the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period approved shelf life after receipt of three Product at ETON PHARMA. (3) months Product will be delivered hereunder in the timeframe set forth in the applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the “Order Period”) and, except for the Initial Purchase Order, which shall Product will be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. hereunder ninety (EST90) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received date and (b) unless otherwise agreed by Polyzen. Companythe Parties, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order delivery date specified in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for will not be earlier than ninety (90) days after the third calendar quarter of 2017 specified a Monthly Purchase Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelydate.

Purchase Orders. Polyzen’s performance Together with each Detailed Forecast provided under Section 3.2(b), Company shall issue a purchase order to CyDex for Commercial Grade Captisol to be delivered to Company during the next [***] following the date on which such Detailed Forecast is submitted (for [***] delivery to Company consistent with the Detailed Forecast). Notwithstanding any other provision of the Services Agreement, CyDex shall not be required to deliver Captisol on a date less than [***] from the date that the relevant purchase order is submitted. Each purchase order, for all grades of Captisol, shall specify: (i) the grade of Captisol ordered (i.e., Commercial Grade Captisol, Clinical Grade Captisol or Research Grade Captisol); (ii) quantities of Captisol to be delivered; (iii) delivery dates; and (iv) shipping instructions. CyDex shall use all commercially reasonable efforts to accommodate the quantities and delivery dates requested in the purchase order; provided, however, that (i) the purchase order is received by CyDex at least [***] prior to the requested delivery date for Captisol, and (ii) the quantities are within the Purchase Volume Limitations. No purchase order shall be subject binding upon CyDex until accepted by CyDex in writing; provided that CyDex shall accept or reject Company’s purchase order in writing within [***] after CyDex’s actual receipt of each purchase order. A failure to Polyzenreject Company’s purchase order within such [***] of actual receipt from of the purchase order will be deemed an acceptance by CyDex of the purchase order. Acceptance of the purchase order shall obligate CyDex to comply with the delivery specifications set forth therein, including Captisol quantities, delivery locations and delivery dates. If CyDex rejects a purchase order issued by Company or its AffiliatesAffiliates that (i) is received by CyDex at least [***] prior to the requested delivery date, and Polyzen(ii) requests quantities of Captisol within the Purchase Volume Limitations, then Company shall bear no responsibility nor liability for any resulting failure to meet Company’s written acceptance (except as provided below), of a written obligations associated with the Detailed Forecasts. If any purchase order, each of which will set forth order or other document submitted by Company hereunder or any other document passing between the requested quantity of Product, price per parties contains terms or conditions in addition to or inconsistent with the terms of this Agreement, the terms of this Agreement shall control and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company prevail and such additional or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that inconsistent terms are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyhereby expressly rejected.

Purchase Orders. Polyzen’s performance of Buyer shall submit to Seller Purchase Orders for Products correlating to the Services binding forecast no later than [****] before the designated delivery date. All accepted Purchase Orders for Products shall be subject to Polyzen’s receipt from Company or its Affiliatesfirm and binding on Buyer and Seller. Seller shall accept all Purchase Order submitted by Buyer for Sternal Products, and Polyzen’s written acceptance Managed Versions (except as provided belowin Section 2.7(a)) and any New Products (to the extent that the Parties have mutually agreed that Seller will manufacture such New Products hereunder); provided, however, that Seller will not be required to accept Purchase Orders (i) for Managed Versions that are not designed or developed by Seller until the specifications NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. therefor have been established as contemplated in Section 2.7(a), of (ii) that designate a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3date(s) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days [****] from the date of the Purchase Order, or for a quantity of Product on the specified delivery date(s) that, when aggregated with other outstanding Purchase Orders, exceeds the sum of (x) [****] of the forecasted orders for delivery of such Product on such date(s) plus (y) the then available Safety Stock of such Products (collectively, the “Excess Orders”), or (ii) that are not in conformity with the applicable requirements of this CMA. Seller will use commercially reasonable efforts to accept all Excess Orders (provided that such Excess Orders otherwise comply with this CMA). To the extent that Seller cannot accept an Excess Order notwithstanding such commercially reasonable efforts, Seller will confer with Buyer and make commercially reasonable efforts to accept delivery dates with respect to such Excess Orders that are as close as is received by Polyzencommercially practicable to Buyer’s requested delivery date. CompanyIf accepting an Excess Order would require Seller to incur overtime expenses, at its option, may upon prior written notice to Polyzen, delay the Seller’s acceptance of such Excess Order may include a statement that such acceptance is contingent on Buyer’s agreement to pay such overtime expenses (but only to the extent that such overtime expenses are solely attributable to Seller’s efforts to timely deliver such Excess Order), which acceptance shall further state Seller’s good faith best estimate of the amount of such overtime expenses. If Buyer does not agree to pay such overtime expenses, such acceptance shall be void, and such Purchase Order shall not be binding on Buyer and Seller. Seller may invoice Buyer for such overtime expenses incurred by Seller. If Buyer does not respond to any Monthly contingent acceptance of an Excess Order in an Order Period for up to within three (3) months Business Days after Buyer’s receipt of such contingent acceptance, Buyer shall be deemed to have declined to pay overtime with respect to such Excess Order. For clarity, overtime expenses shall relate solely to employees of Seller who are not exempt from the requirement to pay overtime under applicable law and means, with respect to any such employee, the product obtained by multiplying (an “Order Delay”)i) the amount by which the hourly compensation that Seller is required by law to pay to such employee for work performed during overtime periods (as defined under applicable law) exceeds such employee’s standard hourly compensation, by (ii) the number of hours worked by such employee during applicable overtime periods. Written notice of an Order Delay must be given Seller shall provide such documentation, records, backup and support as Buyer shall reasonably request to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject confirm that any overtime expenses charge hereunder conform to the Order Delay. By way requirements of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Section 3.2.

Purchase Orders. Polyzen’s performance of Only after the Services Manufacturer shall have submitted a proposed Budget and schedule to Hydrozonix which is accepted by Hydrozonix shall a Purchase Order be issued. Purchase Orders shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (form attached hereto as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall Exhibit “C” and be deemed to be accepted by Polyzen the Manufacturer unless and until confirmed in writing expressly rejected for non-conformance with this Agreement within ten (10) days of receipt by an authorized representative of Polyzenthe Manufacturer. Polyzen In no event shall deliver all Products pursuant to an accepted the Purchase Order on modify the desired Delivery Dates specified terms and conditions herein, and the parties agree that the terms and conditions of this Agreement shall control over any terms and conditions that may be included in the subject Purchase Order. Prior to the issuance of each Purchase Order, provided that the Manufacturer will assign a serial number to each Unit and promptly advise Hydrozonix in writing of such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzenserial number. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a The initial Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product two (2) Units is being delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject by Hydrozonix to the same delivery standards; Manufacturer concurrently with the Monthly Orders for August 2017 execution of this Agreement. Subject to Section 2.b., if the initial two (2) Units do not meet the Acceptance Procedures, Hydrozonix shall have no obligation to purchase such Units. In the event that Hydrozonix elects to notify the Manufacturer of its intent to reject the initial two (2) Units and September 2017 could then terminate this Agreement pursuant to Section 2.b.ii., the Manufacturer and/or the Licensee shall refund all sums paid to it, them or vendors by Hydrozonix, or from the escrow account with respect to the applicable Units being rejected. Such refund must be similarly delayed paid in full within twelve (12) months of the notice of termination. Until the refund shall have been fully repaid, the security interests described in Section 12 below shall remain effective. In the event the full refund shall not have been tendered within twelve (12) months, interest on the unpaid balance shall accrue at the rate of one and one half percent (1.5%) per month beginning at the end of such twelve (12) month period until paid in full, although Hydrozonix at its discretion may at any time after such twelve (12) month period foreclose on its security interests. Upon repayment of such amounts, the Manufacturer and the Licensee shall have no further liability to Hydrozonix. If, however, Hydrozonix does consummate the purchase of the initial two (2) Units, it may proceed to purchase Units as requested by Company and delivered through November 2017 and December 2017 respectivelydescribed in Section 2.b.iv.

Purchase Orders. Polyzen’s performance COMPANY shall order the SELECTED REAGENT from NEKTAR AL by means of a standard COMPANY purchase order and NEKTAR AL shall have SELECTED REAGENT shipped pursuant to its standard shipping procedures and documentation; provided, however, that all terms and conditions for any orders of the Services SELECTED REAGENT other than quantity and delivery dates shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per governed exclusively by the terms of this AgreementAGREEMENT. COMPANY shall, and at least sixty (60) days prior to the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day commencement of the second (2nd) month and each successive calendar quarter following the grant of the then current Order Periodlicense and sublicense pursuant to Article 2, provide NEKTAR AL with a written purchase order for amounts of the SELECTED REAGENT to be provided during such calendar quarter. Polyzen Any such purchase order shall be sent to the attention of NEKTAR AL'S Sales Manager. Such COMPANY purchase order shall specify the quantity and requested delivery date of the SELECTED REAGENT, as well as the site to which the SELECTED REAGENT is to be shipped. However, if the purchase order or the standard shipping documents are in addition to or conflict with the terms and conditions of this AGREEMENT, only the terms and conditions of this AGREEMENT shall govern. Any such additional or inconsistent terms in such purchase order or shipping documents are hereby expressly rejected. The PARTIES acknowledge that, because of the limited shelf-life of the SELECTED REAGENT, COMPANY will consider not be able to maintain adequate safety stock of the SELECTED REAGENT; accordingly, upon request by COMPANY, the PARTIES shall cooperate in good faith accepting any Purchase Order delivered by Company to establish contingency plans, or its Affiliate at any other pointmeasures, to provide the type of protection as a safety stock would provide. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (eachSuch measures could include, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for improving stability of SELECTED REAGENT or the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelypenultimate intermediate thereof.

Purchase Orders. Polyzen’s performance (a) OptiNose shall submit purchase orders specifying: (a) the number of units of LDSAs to be manufactured, (b) the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, Price (determined in accordance with Exhibit A hereto) and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth c) the requested quantity of Product, price per the terms of this Agreement, and the desired expected delivery dates date (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase OrderOrders”). Company shall have the rightUnless otherwise agreed, but not the obligation, to deliver Purchase Orders as provided herein. Each a Purchase Order shall cover not request a period of three shipment date sooner than [***] (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5[***]) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received unless agreed to separately by Polyzenboth parties. Company, at its option, may upon prior written notice to Polyzen, delay the Ximedica shall confirm acceptance of Purchase Orders and projected dates of shipment within [***] ([***]) business days of receiving a Purchase Order. Failure of Ximedica to confirm any Monthly Purchase Order in an Order Period for up within the [***] ([***]) business day period shall be deemed to three be acceptance of such Purchase Order, price and delivery. (3b) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen For any Binding Period, OptiNose shall submit Purchase Orders that aggregately meet at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50[***]% of the total purchase price Rolling Forecast for such Binding Period, and Ximedica shall supply such Purchase Orders. If the subject Products on Purchase Orders for a month in the original Delivery DateBinding Period in aggregate exceed the Rolling Forecast for such month by an amount between [***], Ximedica shall supply such excess under this Agreement, provided, however, that, in any consecutive [***] of the Rolling Forecast for such [***]. If such Purchase Orders in aggregate exceed the Rolling Forecast for such month in the Binding Period by more than [***], Ximedica shall use [***] to fill such orders, but shall not be in breach of this Agreement if Ximedica does not supply such excess beyond [***], as provided in the subject Purchase Order; and the remaining 50% applicable. Ximedica shall promptly advise OptiNose to what extent Ximedica can fulfill such excess amount above [***], as applicable, which amount shall be considered part of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a accepted Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyhereunder.

Purchase Orders. PolyzenCustomer shall place purchase orders binding on Customer for the number of Batches it wishes to order at least [***] (or earlier as [***]) prior to the Commencement Date for such Batches in accordance with Lonza’s performance most recent response to the Forecast. Each binding purchase order shall be signed by Customer and shall authorize Lonza to manufacture such Batches of the Services Product as are set forth therein. Lonza shall not be obligated to commence manufacture of any Batch unless and until such written purchase order is accepted in writing by Lonza. Any delivery date set forth in Lonza’s written confirmation of a purchase order shall be subject to Polyzen’s receipt from Company an estimated delivery date only. All ordered Xxxxxxx shall be scheduled in a single Campaign in each calendar year unless otherwise agreed by Lonza. Any additional or its Affiliates, and Polyzen’s written acceptance (except as provided below), inconsistent terms or conditions of a written any Customer purchase order, each of which will set forth the requested quantity of Product, price per the terms of acknowledgement or similar standardized form given or received pursuant to this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company Agreement shall have no effect and such terms and conditions are hereby rejected. For clarity, the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then then-current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period Project Plan shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a binding Purchase Order for the third calendar quarter Batches set forth in the Project Plan with the Commencement Date of 2017 specified a Monthly Order of 100 units of Product such Batches being the commencement dates set forth in July 2017the Project Plan, Company will and Customer shall not be required to place separate Purchase Orders for such Batches to make them binding. Customer shall have the option right to reschedule and/or cancel any of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject Batches in the Project Plan in the same manner and pursuant to the same delivery standards; terms and conditions as the Monthly Orders for August 2017 rescheduling and September 2017 could then be similarly delayed cancellation set forth in Clauses 6.3 through 6.6 as requested by Company and delivered if they were the Batches ordered through November 2017 and December 2017 respectivelya Purchase Order.

Purchase Orders. Polyzen’s performance 8.1 All purchases and sales between Xxxxxxxxx and National shall be initiated by National's issuance of written purchase orders sent by either first class mail or facsimile. By written agreement of the Services Parties, purchase orders may also be sent and acknowledged by electronic data exchange or other mutually satisfactory system. Such "blanket" purchase orders shall be subject to Polyzen’s receipt from Company or its Affiliatesissued once per fiscal quarter for assembly starts three (3) fiscal periods in the future. They shall state the product family, package and pin count, and Polyzen’s shipping and invoicing instructions. Fairchild shall accept purchase orders through a written acceptance or electronic acknowledgment. Within a reasonable time after receipt of National's detailed Device level assembly starts request for the next fiscal period, Xxxxxxxxx shall provide National with a Device delivery schedule either on a weekly basis as assembly is started or for the assembly starts for the entire fiscal period, as the Parties may agree in writing. The purchase orders may utilize the first three (except 3) fiscal periods forecast in the eight period rolling forecast supplied pursuant to Section 7, as provided below)the embodiment of the purchase order for specifying the assembly starts by package and pin count. 8.2 In the event of any conflict between the terms and conditions of this Agreement and either Party's purchase order, acknowledgment, or similar forms, priority shall be determined as follows: (a) typewritten or handwritten terms on the face of a written purchase order, each acknowledgment or similar document or in the main body of an electronic equivalent which will set forth have been specifically accepted in writing by the requested quantity of Product, price per other Party's Program Manager; (b) the terms of this Agreement; (c) preprinted terms incorporated in the purchase order, acknowledgment or similar document. 8.3 Consistent with standard practices of issuing specific Device level details of part numbers to be assembled on a weekly or periodic basis, National may unilaterally change the part number to be manufactured, provided that Xxxxxxxxx agrees that the change does not negatively impact Xxxxxxxxx'x loadings and provided further that there is no change in the desired delivery dates (each, a “Delivery Date”), for package and pin count to be used. A change that will negatively impact loading or alter the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Orderpackage and pin count may only be directed upon Xxxxxxxxx'x written agreement, which shall be delivered as set forth in Section 2.4.1 below, utilize its Best Efforts to comply with such requested change. The specific part number detail shall be delivered submitted by no later than 5:00 p.m. (EST) on the last business day first class mail or facsimile. By written agreement of the second (2nd) month of Parties, specific part number detail may also be sent by electronic data exchange, or other mutually satisfactory system. 8.4 National shall request delivery dates which are consistent with Xxxxxxxxx'x reasonable lead times for each Device as indicated at the then current Order Periodtime National's purchase order is placed. Polyzen will consider in good faith accepting any Purchase Order delivered Notwithstanding the foregoing, Xxxxxxxxx shall utilize its Best Efforts to accommodate requests by Company National for quick turnarounds or its Affiliate at any other point"hot lots", which includes prototype lots. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period Hot lot cycle times shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative a 50% reduction of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, standard cycle time with a $2000.00 lot charge. 8.5 Xxxxxxxxx may upon prior written notice to Polyzen, delay the acceptance manufacture lots of any Monthly Order size which satisfy the requirements of effective manufacturing. However, National must place order for full flow and prototype products in an Order Period for up to minimum lot sizes of three thousand (33,000) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyDevices.

Purchase Orders. PolyzenSeller’s performance of authorization to perform work under this Agreement will be given by NSA in the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), form of a Purchase Order executed by an officer of NSA or their written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates designee (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have NSA will not pay Seller for Products or charges for Products unless the rightProducts are produced, but not and the obligationcharges were incurred, to deliver fill an authorized Purchase Order previously submitted to Seller by NSA, except as provided in Section 17. The Purchase Orders as provided hereinshall set forth a quantity of Products which NSA requires from Seller and the delivery requirements. Each The Purchase Order shall cover a period of three (3) months (is the “Order Period”) andauthorization by NSA to order materials, except allocate labor or equipment, or enter into any other commitments for the Initial assembly of the Products. NSA shall issue Purchase Orders for delivery of Products at NSA’s discretion. Upon receipt of a Purchase Order, which Seller shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance send NSA within 48 hours written confirmation of such Purchase Order or of its rejection thereof receipt and shall confirm the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted delivery date for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by PolyzenProducts. Except as provided in Xxxxxxx 00, XXX shall not be responsible for work performed, material purchased or other commitments or expenses incurred by Seller other than as stated in the previous sentence, no Purchase Order submitted provided by Company shall be deemed NSA unless otherwise agreed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzenboth Parties. Polyzen shall deliver all Products pursuant to an accepted Seller will ship Product on the date set forth in each Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that that: (i) such date is no cannot be less than forty-five the number of days agreed upon in subsequent written memorandums signed by the Parties and expressly referring to this Agreement; and (45ii) days from the date of the Purchase Order is received by Polyzen. CompanyNSA may, at its optionprior to shipment, may upon prior written notice to Polyzen, request that Seller delay the acceptance shipment date subject to the Parties’ agreement to the payment by NSA for any additional storage charges. The Parties agree to set minimum order sizes for all Purchase Orders under this Agreement in subsequent written memorandums signed by the Parties and expressly referring to this Agreement. NSA shall provide Seller monthly during the term of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice this Agreement with a good faith rolling forecast of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates its Product needs for the delayed deliveryfollowing twelve (12) month period. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, Except as provided in the subject Section 17, such forecasts provided by NSA shall be only for Seller’s production planning and capacity planning purposes and negotiations with materials vendors, and shall not constitute Purchase Order; Orders by NSA and the remaining 50% of the purchase price at time of shipment of the Products subject shall in no way obligate NSA to the Order Delay. By way of example, if a issue Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelybased thereon.

Purchase Orders. Polyzen’s performance of the Services shall be subject Imperva will order Integrated Products hereunder by submitting purchase orders to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance Seller (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase OrderOrders”). Company Seller shall have the right, but not the obligation, to deliver accept and acknowledge in writing all Purchase Orders as provided hereinsubmitted by Imperva that are in accordance with this Agreement and shall provide the confirmed date of arrival (“Confirmed Date of Arrival”) at the Fulfillment Center which shall not exceed the number of days set forth below. Each Seller will only reject a Purchase Order shall cover a period if such order does not comply with the terms or this Agreement. If Seller does not provide Imperva with valid written notice of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within rejection within five (5) business days after Polyzenfrom Imperva’s receipt submission of each a Purchase OrderOrder to Seller, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or shall be automatically accepted. Seller will ensure that all Integrated Products ordered under a Purchase Order are manufactured by Xxxxxxx and shipped to a Fulfillment Center and ready for release as set forth below within [***] days from receipt of its rejection thereof the applicable Purchase Order. All Purchase Orders issued under this Agreement shall be subject only to the terms and the reason thereforconditions hereof. Any other Seller terms and conditions shall not apply to this Agreement or the Purchase Orders. Imperva shall have the right to cancel any Purchase Order that reflects Monthly Orders that are within twenty percent if it provides notice of cancellation to Seller not later than ten (20%10) of days after the amount forecasted for such month in the most recent Forecast Purchase Order submission date. Imperva shall issue a Release (as defined belowset forth in Section 8.4) for each Integrated Product within six (6) months from such products arrival at the given period Fulfillment Center. In case that Imperva has not issued a Release within six (6) months from the arrival of an Integrated Product (that had been ordered by Imperva under this Agreement) at the Fulfillment Center, Seller shall be deemed accepted by Polyzen. Except as provided have the right to ship such Integrated Product to a “Default Imperva Warehouse” (set forth in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless Exhibit A) and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Orderinvoice Imperva, provided that such date is no less all shipments from the Fulfillment Center had been shipped on first in first out (“FIFO”) basis and the Integrated Products meet all the specifications and quality requirements. Integrated Products that have been ordered by Imperva under this Agreement and held in the Fulfillment Center (or at Imperva’s Logistics Partners) for more than forty-one hundred and five (45105) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced carry price markup as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided set forth in the subject Purchase Order; and the remaining 50following table: Number of days 0 to 105 106-120 121-150 151-180 % of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectively.markup [***] [***] [***] [***]

Purchase Orders. Polyzen’s performance of the Services Sub-Distributor shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per order Products in accordance with the terms and conditions of this Agreement, and the desired delivery dates (each, a “Delivery Date”), . Each order for the purchase of Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, ) must be submitted to deliver Purchase Orders as provided hereinDistributor by Sub-Distributor by email or Distributor’s electronic data interchange (EDI) system. Each Purchase Order shall cover a period specify (i) the quantity of three Products being ordered, (3ii) months the applicable Wholesale Minimum Price for the Products ordered, (iii) the “Order Period”price to be paid by Sub-Distributor to Distributor for the Products ordered, (iv) andpayment terms granted by Distributor, and (v) the requested receipt date and delivery instructions for the applicable Products ordered. Receipt dates must be during the term of this Agreement, except for Sub-Distributor may request, subject to Distributor’s acceptance in Distributor’s sole and absolute discretion, a Purchase Order with a requested receipt date after the Initial Purchase Orderexpiration or termination of this Agreement, in which case, if accepted by Distributor, the terms and conditions of this Agreement shall apply to such shipment, but under no circumstances should such shipment be delivered deemed to be or construed as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on being a renewal or extension of this Agreement or the last business day exclusivity rights granted to Sub-Distributor herein. The Parties agree that to the extent that any of the second (2nd) month terms and conditions of this Agreement conflict or are inconsistent with the then current Order Period. Polyzen will consider in good faith accepting terms or conditions of any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company Sub-Distributor, the terms and conditions of this Agreement shall be deemed prevail and control to be accepted by Polyzen the extent of any such conflict or inconsistency, unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order containing such conflicting or inconsistent terms and conditions is received countersigned by Polyzen. CompanyDistributor, at its option, may upon prior written notice in which case the terms and conditions set forth in such Purchase Order shall prevail and control to Polyzen, delay the acceptance extent of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelysuch conflict or inconstancy.

Purchase Orders. Polyzen’s performance PURCHASE ORDER" shall mean a written or electronic order for the Products or any other equivalent process by which Buyer orders quantities of the Services Products and spare Parts required to perform repair services from Seller. It is contemplated that, from time to time, Purchase Orders in forms prepared by Buyer, may be used in ordering the Products and that there may be included in such forms certain stipulations, conditions or agreements not otherwise contained herein. It is expressly understood and agreed that the provisions of this Agreement shall be subject to Polyzen’s receipt from Company deemed a part of each Purchase Order accepted by Seller and, unless otherwise mutually agreed in writing, any provision in any Purchase Order which is inconsistent with, contrary or its Affiliatesin addition to, or which otherwise adversely materially alters or increases Seller's or Buyer's obligations under this Agreement shall be deemed amended or deleted, as the case may be and that the terms of this Agreement shall control. Seller shall ship only the quantities of the Products ordered by Buyer in the applicable Purchase Order, unless otherwise agreed in writing by Buyer and Seller in accordance with Sections 3.3 and 3.4 of this Agreement. All Buyer Purchase Orders shall specify the quantity of the Products, the shipment date, and Polyzen’s written acceptance all other relevant information necessary to effectuate delivery of the Products to the Delivery Point. Seller shall accept all Purchase Orders that are submitted in conformance with this Agreement. Unless otherwise agreed by Buyer and Seller on a case by case basis, Seller will deliver the ordered Products to the Delivery Point eight (except as provided below), 8) weeks after receipt of a written purchase order, each of which will set forth the requested quantity of Product, price per Purchase Order issued in accordance with the terms of this Agreement; provided, and the desired delivery dates (eachhowever, a “Delivery Date”)that, for the with respect to quantities of Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting under any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include issued in accordance with the requested amount terms of this Agreement that result in a quantity of Product to be delivered ordered in each a given month in excess of 130% of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the average amount forecasted for such said month in each Buyer forecast provided during the most recent Forecast (two months of the preceding 6 month forecast period, Seller shall only be bound to a lead time for delivery of such excess quantity of Products on the Purchase Order as defined below) Buyer and Seller may agree for the given period shall be deemed accepted such Products on a case by Polyzencase basis. Except as provided in the previous sentencebelow, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to cancellation or reduction after acceptance by Seller. Seller agrees that it shall be responsible for late delivery and quality damages under any Assumed Customer Programs if (i) such damages are the same delivery standards; the Monthly Orders for August 2017 fault of Seller and September 2017 could then be similarly delayed as requested (ii) Buyer actually is required by Company and delivered through November 2017 and December 2017 respectivelya claimant to pay such damages.

Purchase Orders. Polyzen’s performance (i) Sub-Distributor shall deliver to Vertical its initial purchase order for the Product no later than ninety (90) days prior to the delivery date required by Sub-Distributor. The initial purchase order for the Product shall be for sufficient quantities of the Services Product to satisfy sales requirements of Sub-Distributor for no less than the first four (4) months of sales of that Product. The purchase order shall specify the location to which the Product is to be shipped and the date by which the Product must be delivered to such location. (ii) During the Term, Sub-Distributor shall submit to Vertical, purchase orders for the last month of each Firm Order period no later than one hundred and fifty (150) days (the “Deadline Date”) prior to the required delivery date, identifying the quantities of Product required by package size and specifying the required delivery date and ship to location. Such purchase orders shall comply with the Firm Order period provisions set out in Section 4.2(a)(i). If a purchase order for any month is not submitted by the Deadline Date, Sub-Distributor shall be deemed to have submitted a purchase order for such month for the amount of Product set forth in Sub-Distributor’s most recent Forecast for such month. (iii) In the event that a purchase order requires an amount higher than the amount set forth in the Forecast for such month (the “Additional Amount”), Vertical shall either (i) confirm to Sub-Distributor its acceptance of such purchase order with respect to the Additional Amount within ten (10) calendar days of receipt of such purchase order or in the event that Vertical cannot supply the Additional Amount indicated in such purchase order, Vertical shall provide Sub-Distributor within such ten (10) day period with a delivery schedule for such Additional Amount which Vertical will commit to meet (the “Revised Schedule”) which Revised Schedule shall be subject to PolyzenSub-Distributor’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyacceptance.

Purchase Orders. Polyzen’s performance 5.1 The purchase price of the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance API per kilogram (except as provided below), the “Purchase Price”) during the term of a written purchase order, each of which will this Agreement is set forth on the requested quantity attached [***]. 5.2 The API will be ordered by CLARUS by the issuance of Productseparate, price per pre-numbered purchase orders in a form agreed upon by the terms of this Agreement, and the desired delivery dates parties (each, a “Delivery Date”), for the Products then ordered (each, each a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each XIANJU will confirm acceptance of each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day within [***] of the second (2nd) month date thereof. All sales of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered API by Company XIANJU or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders CLARUS will be subject to the same provisions of this Agreement and will not be subject to any additional terms and conditions contained in any Purchase Order of CLARUS or confirmation by XIANJU; except insofar as any such Purchase Order or confirmation establishes (a) the quantity of API to be purchased, (b) the delivery standardsdates for that API, and (c) the destination to which that is to be shipped. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. 5.3 The Purchase Orders will designate the Monthly desired quantities of API, the delivery dates and the destinations, and will be submitted at least [***] prior to the delivery date specified. Such Purchase Orders will constitute a binding commitment by CLARUS to XIANJU. All Purchase Orders are subject to acceptance by XIANJU. XIANJU will fill and ship all orders of the API in accordance with accepted Purchase Orders. If any CLARUS purchase order is not submitted at least [***] prior to the requested delivery date, XIANJU will still make every attempt to meet CLARUS’srequested delivery date under no penalty to XIANJU except to the extent delivery exceeds [***] from date of such Purchase Order. XIANJU shall not be liable for August 2017 any delays in delivery to the extent due to delays in release of the API from the relevant Port of Entry by the relevant authorities for reasons beyond the reasonable control of XIANJU. 5.4 To the extent practicable, XIANJU shall fill Purchase Orders, and September 2017 could then CLARUS shall place its Purchase Orders, in multiples of full lots of API, which XIANJU currently anticipates shall comprise [***] of API. 5.5 In the event of termination pursuant to Section 15 (“Term & Termination”), the parties shall remain bound, in accordance with the terms of this Agreement, with respect to all Purchase Orders delivered by CLARUS to XIANJU through the date of termination, as well as any and all inventory being held for CLARUS by XIANJU based upon accepted Purchase Orders placed in accordance with Section 5.2. 5.6 Payment of the Purchase Price for all deliveries of API and services will be similarly delayed made via electronic transfer to an account designated by XIANJU or its affiliate in U.S. dollars, in full within [***] after CLARUS’s, or its Contract Manufacturer’sreceipt of the API. Each shipment of the API shall constitute a separate sale obligating CLARUS to pay therefore. XIANJU may reject a Purchase Order if at the time of receipt CLARUS is in default of its payment obligation, unless CLARUS has given XIANJU notice of a good faith dispute as requested by Company and delivered through November 2017 and December 2017 respectivelyto CLARUS’sobligation to make such payment, including without limitation a claim respecting rejected API or a warranty claim, arising under or related to this Agreement.

Purchase Orders. Polyzen’s performance of the Services (a) MCI shall be subject submit purchase orders for Products ("Purchase Orders") to Polyzen’s receipt from Company CellStar at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 via facsimile or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided hereinother mutually agreed upon methods. Each Purchase Order shall cover be submitted by MCI and received by CellStar before 1 p.m. (Dallas time) on Monday of each week (Tuesday when Monday is a period of three (3holiday) months (the “"Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”Deadline"). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty received by the Order Deadline shall be shipped by CellStar in order to be delivered to the Sam's Club address where the particular Communication Center is located no later than Friday of the same week in which the Purchase Order was received. In the event CellStar shall fail to timely deliver any order which was received by CellStar by the Order Deadline, CellStar shall credit to MCI on future purchases an amount equal to the lesser of ten percent (2010%) of the amount forecasted insured value of Products and Inventory Items ordered for that shipment or fifty percent (50%) of the insured value of any missing or damaged materials; provided, however, that CellStar shall not be required to issue such month credit to MCI in the most recent Forecast event CellStar's failure to timely and accurately deliver was due to (i) a Force Majeure event as defined belowin Section 24 hereof; (ii) the Purchase Order was changed after the order entry process has been performed; (iii) the order was an Out of Forecast Order described in Section 6(b) above; (iv) the damage to or discrepancy in an order was caused by the shipping carrier; (v) the Inventory Items to be delivered were not available to CellStar in a timely manner for any reason beyond CellStar's control; (vi) such failure is due solely to the given period default of any carrier or supplier; or (vii) such failure is due solely to the acts or omissions of Sam's Club, MCI or their agents or employees. CellStar agrees to use commercially reasonable efforts to notify MCI of any Purchase Orders it receives which request shipment to locations other than the Sam's Club locations at which MCI owns kiosks or which are unusual orders due to size or product mix. CellStar agrees to cooperate with MCI in immediately halting the shipment of any such orders upon notice from MCI. (b) All Purchase Orders shall be deemed accepted by Polyzenonly upon the terms and conditions of this Agreement. Except The only effect of any terms and conditions in MCI's Purchase Orders shall be to request the time and place of delivery or the number and type of units to be delivered, but they shall not change, alter or add to the terms and conditions of this Agreement in any other way. CellStar's invoice shall also not change the terms and conditions of this Agreement. (c) In order the facilitate transactions under this Agreement, the parties may electronically transmit and receive data in agreed formats in substitution for conventional paper based documents as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed an Electronic Data Interchange Trading Partner Agreement to be accepted mutually agreed upon by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyparties.

Purchase Orders. Polyzen’s performance (a) Ascent agrees to purchase from Upshxx-Xxxxx xxx Products manufactured for Ascent by Upshxx-Xxxxx xx accordance with Ascent's purchase orders, substantially in the form attached as Schedule C hereto, to the extent such Products meet the Specifications or exceptions previously approved in writing by Ascent. (b) Products shall be ordered by Ascent by the issuance of pre-numbered purchase orders in increments of single or multiple lots. Upshxx-Xxxxx xxxl supply Ascent with the Services estimated lot yield of each Product. From time to time, Upshxx-Xxxxx xxx update these estimates based upon actual manufacturing experience. (i) Ascent will deliver to Upshxx-Xxxxx, xx the first day of July for each calendar year, a written statement of Ascent's Forecasted Needs. Such Forecasted Needs shall be updated quarterly on a rolling basis. Upshxx-Xxxxx xxxl use the forecast for planning purposes only. The purchase order shall specify the requested delivery dates and be submitted at least ninety (90) days prior to the shipment date specified. Upshxx-Xxxxx xxx, at its sole discretion, produce product up to thirty (30) days prior to the requested delivery date in order to accommodate fluctuations in production demands. Although Upshxx-Xxxxx xxxll attempt to minimize the raw material inventory purchased on behalf of Ascent, certain raw materials may have long lead time and/or require a minimum order quantity. Should Ascent subsequently reduce its Forecasted Needs, Ascent will be financially responsible for any material purchased by Upshxx-Xxxxx xx Ascent's behalf in accordance with this paragraph (c). Any excess in inventory resulting from a reduction in Forecasted Needs over the inventory level required to support up to six (6) months of Ascent's Forecasted Needs may be subject to Polyzen’s receipt from Company or its Affiliatesstorage and inventory carrying costs based upon ******************************************* (currently $***** per pallet per month) plus a $**** per pallet in/out fee. (ii) The parties agree that Ascent, and Polyzen’s written acceptance (except as provided below), in conjunction with providing Upshxx-Xxxxx xxxh the Forecasted Needs of a written purchase order, each of which will set forth the requested quantity of Product, price per shall also provide Upshxx-Xxxxx xxxh the terms Extended Forecasted Needs of the Product. The Extended Forecasted Needs are provided solely to assist Upshxx-Xxxxx xx its capital planning requirements associated with this Agreement, Agreement and do not represent binding forecasts. (d) Ascent's purchase orders shall designate the desired quantities of Products, delivery dates and destinations. Upshxx-Xxxxx xxxll fill and ship all orders of Products in accordance with Ascent's instructions. If Ascent's purchase order is not received in accordance with paragraph 2.5(c) above, then Upshxx-Xxxxx xxxl make every attempt to meet Ascent's requested delivery dates. However, Upshxx-Xxxxx xxxl only be required to meet the delivery dates confirmed to Ascent by Upshxx-Xxxxx xx writing, so long as such dates do not exceed one hundred twenty (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45120) days from the date receipt of the Purchase Order is received by PolyzenAscent's purchase order. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period This Agreement allows for up to three (3) months (an “Order Delay”)shipping destinations per lot of Product. Written notice of an Order Delay must Additional destinations can be given accommodated for a shipping preparation fee to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested negotiated by Company and delivered through November 2017 and December 2017 respectivelyUpshxx-Xxxxx xxx Ascent.

Purchase Orders. Polyzen’s performance Replidyne may submit purchase orders to DSP (which DSP will promptly transfer such purchase order to Nisso) (“Purchase Orders”) during the Term for Drug Substance, with delivery dates in accordance with the lead times specified in Section 4.4 (Lead Times). Purchase Orders shall, at a minimum, include: (i) identification of the Services specific Drug Substance ordered; (ii) quantity; (iii) delivery date; (iv) shipping instructions and shipping address; and (v) the Purchase Price of the Drug Substance ordered. Any Purchase Order placed by Replidyne shall be subject to Polyzen’s receipt from Company or its Affiliatesacceptance by Nisso; provided, and Polyzen’s written acceptance however, that all Purchase Orders issued in accordance with this Agreement for quantities up to [ *** ] percent (except as provided below), [ *** ]%) of a written purchase order, each the quantities of which will the Drug Substance set forth in the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of first three (3) months of the most recent Purchase Forecast shall be automatically confirmed and accepted by Nisso and shall be supplied by the Supplier. The Supplier shall not be obligated, but shall use commercially reasonable efforts, to ship more than such quantities if ordered by Replidyne. It is expressly understood that, after using commercially reasonable efforts, if the Supplier fails to supply such excess quantities of the Drug Substance ordered by Replidyne, such failure shall not be deemed as a breach of this Supply Agreement, and Section 8.1 (the “Order Period”Termination of Exclusive Purchase) andhereof shall not apply, except unless Nisso had accepted Replidyne’s Purchase Order(s) for the Initial Purchase Order, which excess quantities not supplied. Replidyne shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on have the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate obligation to purchase at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty least [ *** ] percent (20[ *** ]%) of the amount forecasted for such month quantities of the Drug Substance set forth in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to first three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date most recent Purchase Forecast. The terms and must include new Delivery Dates for the delayed delivery. Products subject to an conditions of this Agreement shall govern and supersede any additional or contrary terms set forth in any Purchase Order Delay will be invoiced as follows: 50% of Replidyne or any acceptance, confirmation, invoice or other document of the total purchase price for Supplier or Replidyne unless duly signed by an officer of Replidyne, an officer of DSP and an officer of Nisso and expressly stating and identifying which specific additional or contrary terms shall supersede the subject Products on terms and conditions of this Agreement. Notwithstanding the original Delivery Dateforegoing, as provided in Replidyne shall make the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject Order prior to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyLaunch Go Date no more than once every three (3) months.

Purchase Orders. Polyzen’s performance a. From time to time during the Term, PGT shall order Products from Supplier pursuant to and in accordance with separate PGT standard purchase orders or other related documentation (collectively, the “Purchase Orders”). Such Purchase Orders shall specify quantities of the Services Product, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Products (with release schedules, delivery orders or equivalent notices). Each Purchase Order executed by the Parties shall be subject binding upon Supplier and PGT and shall be deemed to Polyzen’s receipt from Company or its Affiliatesconstitute a part of this Agreement as if fully set forth herein, and Polyzen’s written acceptance (except all terms and conditions of this Agreement shall be deemed to apply to the subject matter of such Purchase Order as provided below), if fully set forth therein. If any of the terms of a written purchase orderPurchase Order are inconsistent with, each of which will set forth the requested quantity of Productor are in addition to, price per the terms of this Agreement, the terms of this Agreement shall prevail unless such Purchase Order makes specific reference to the specific terms of this Agreement which shall not apply and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. is signed by both parties. b. Each Purchase Order shall cover a period of three (3) months (contain specific instructions regarding whether the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product shipment is to be delivered in each month of to the subsequent Order Period (each, a “Monthly Order”)Nokomis Plant. Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen PGT shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) provide detailed instructions for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment delivery of the Products subject (with release schedules, delivery orders, purchase orders or equivalent notices). c. Supplier will accept or otherwise respond to every order in writing to PGT within (2) business days. In the Order Delayevent of a contradiction, the terms and conditions of this Agreement shall prevail. d. Supplier hereby agrees to maintain a reserve supply of raw materials equal to two (2) months of consumption volume per each specification or a larger quantity, at the Supplier’s discretion and risk, which Supplier determines may be necessary to meet PGT’s requirements. By way of exampleIn addition, if Supplier agrees to manufacture Products in order to fulfill its obligations in connection with the stocking program described in Table 7. e. For planning purposes, a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders forecast will be subject provided by PGT, as reasonably requested, where the annual volume will be estimated. Any quantity estimates or purchase forecasts provided by PGT are for planning purposes only, should not be relied upon, and do not constitute an order for material or Products. SAPA requires a 30-day rolling forecast on volume requirements from PGT in order to maintain the same delivery standards; the Monthly Orders for August 2017 service and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyquality levels outlined in this Agreement.

Purchase Orders. Polyzen’s performance of Amarin shall deliver to Equateq one or more purchase orders (“Purchase Orders”) for the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), aggregate API volumes in each binding portion of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein[***] Forecast. Each Purchase Order shall cover a period specify the volumes of three (3) months (the “Order Period”) and, except for the Initial Purchase OrderAPI ordered, which shall be delivered as set forth in Section 2.4.1 belowconsistent with the binding portion of the [***] Forecast, shall the Shipment Date and the destination for shipment of the API. The Purchase Orders may be delivered electronically or by no later than 5:00 p.m. (EST) other means to such location as Equateq shall designate. Equateq shall ship such API on the last business day Shipment Date specified by Amarin; provided, however that the Shipment Date is no less than [***] after the date of the second submission of the Purchase Order. In the event that Equateq shall not be able to ship API by the Shipment Date specified in a Purchase Order, Equateq shall notify Amarin promptly in writing upon discovery of its inability to comply with the terms of this Section 3.5; provided, however, that such notification shall not relieve Equateq of any liability for failure to ship on such Shipment Date. In addition, Equateq will take such actions as may be reasonably requested by Amarin to minimize the damage to Amarin caused by Equateq’s inability to fulfill the terms of a Purchase Order. To the extent that (2ndi) month Equateq is or will be unable to supply Amarin with substantially the full quantity of API ordered in a Purchase Order on or before the applicable Shipment Date and is unable to provide an alternative Shipment Date which is acceptable to Amarin, acting reasonably in all the circumstances, and (ii) Amarin engages a Third Party (a “Secondary Supplier”) to supply such API, Equateq shall, in addition to any other remedies available to Amarin, reimburse Amarin for the difference in price paid to the Secondary Supplier for such API and the API Price provided that such difference shall not exceed [***] of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order API Price that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted Equateq is charging Amarin for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyAPI.

Purchase Orders. Polyzen’s performance of Any Purchase Order is an offer by Customer to Supplier to enter into the Services shall be purchase agreement described by such Purchase Order and is exclusively subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this AgreementAgreement along with any other, and agreed to Specifications or requirements transmitted to Supplier by Customer in connection with the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, and shall serve as the complete and exclusive statement of such agreement. Any terms or conditions contained in any quotation, acknowledgement, invoice or other communication by Supplier or Customer, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on are inconsistent with this Agreement or the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason thereformay be rejected. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company Supplier shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant have agreed to an accepted the Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45including any Specifications or requirements stated therein) days from the date when Supplier: a) Executes and returns a countersigned copy of the Purchase Order is received Order; b) Delivers a signed writing indicating its intent to be bound by Polyzen. Company, at its option, may upon prior written notice the Purchase Order; or c) Delivers to Polyzen, Customer any of the Products ordered. 4.1.1 Supplier shall not refuse or delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order issued in accordance with the Forecast and Specifications, nor shall Supplier frustrate the good faith dealings between the Parties via modification of a Purchase Order. 4.1.2 Customer, at its sole option, may reschedule [***] a Delivery Plan by delivering to Supplier a modified Delivery Plan. A modified Delivery Plan is binding upon the Parties if it conforms to the following table: [[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]] By the end of each previous [***], Customer shall deliver a rolling Forecast to Supplier. Supplier shall acknowledge receipt of each Forecast no later than [***] business day following the date of receipt. The requirements of the Delivery Plan shall be as described in Section 9.2. The first [***] of each Forecast (i.e. the Delivery Plan) shall be binding on Customer. Orders for Components having agreed lead times greater than [***] days shall also be binding on Customer, provided they are ordered in accordance with the rest of the Forecast, and Customer shall be liable for the third calendar quarter corresponding mutually-agreed actual costs in the event of 2017 specified cancellation or for failure to place the corresponding Purchase Order in accordance with the Forecast. Customer and Supplier shall agree upon a Monthly Order list of 100 units Components having a lead time greater than [***] days and the purchased volume and ordering schedule for such Components. Customer shall pay Supplier for all costs actually incurred by Supplier as a result of Product the rescheduling of deliveries of Products, Components or Work in July 2017Progress for the portion that exceeds the permissible re-schedulable [***] referenced in the above table. In some cases, Company certain Components may require air shipments or special price in order to accommodate an order increase beyond the shown flexibility level. In these cases, Supplier will have present the option of having associated cost to Customer to be approved in writing and will charge the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject approved amount to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyCustomer.

Purchase Orders. Polyzen’s performance Upon the terms and subject to the conditions set forth in this Agreement, DSM PTG shall manufacture and sell to SHC the Assemblies that SHC orders by the delivery of the Services a Purchase Order, and SHC shall purchase those Assemblies from DSM PTG. Such purchase orders shall be subject to Polyzen’s receipt from Company or its Affiliates, binding in terms of and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will shall set forth the requested SHC part number, price, quantity of Product, price per the terms of this Agreement, and the desired delivery dates date (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which and shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) provided to DSM PTG on the last first business day of each calendar quarter. On the second Effective Date, SHC shall provide DSM PTG with firm and binding Purchase Orders for the first two (2nd2) month of the then current Order Periodcalendar quarters. Polyzen will consider in good faith accepting any Thereafter, SHC shall provide firm and binding Purchase Order delivered by Company or its Affiliate at any other point. Each Orders on a rolling quarterly basis such that DSM PTG shall always have two (2) binding quarterly Purchase Order shall include the requested amount of Product Orders to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delayfilled. By way of exampleexplanation; SHC shall provide binding Purchase Orders for Q1 and Q2. Upon delivery of Assemblies pursuant to the Q1 Purchase Order, if SHC shall provide DSM PTG with a firm and binding Purchase Order for Q3. *** Portions of this page have been omitted pursuant to a request for confidential treatment filed separately with the third calendar quarter commission. DSM PTG shall accept each Purchase Order by the delivery to SHC of 2017 specified a Monthly an Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject Acknowledgment prior to the same delivery standards; close of business on the Monthly Orders for August 2017 fifth business day after the receipt of the Purchase Order. Neither SHC nor DSM PTG shall have any rights or obligations with respect to any Purchase Order unless and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyuntil DSM PTG has accepted the Purchase Order.

Purchase Orders. Polyzen’s performance (a) By December 1 of each year during the Services term hereof, Purchaser shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), provide Seller with an annual forecast for the following calendar year of a written purchase order, each of which will set forth the requested quantity requirements of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Orderby SKU, which shall be delivered as set forth updated monthly and shall include notice of any promotional activity and significant changes in Section 2.4.1 belowcase volume activity. (b) On a regular and frequent basis, which may be daily, Purchaser and Seller (i) shall be delivered by no later than 5:00 p.m. (EST) on review the last business day inventory of Product and anticipated sales of the second Product; and (2ndii) month of the then current Order Period. Polyzen agree upon a production schedule which will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount provide Purchaser with sufficient amounts of Product to maintain appropriate customer service levels. Seller shall be delivered in each month responsible for scheduling shipment of the subsequent Order Period Product to Purchaser's designated locations based on deployment schedule provided by Purchaser. (eachc) In the event Seller, a “Monthly Order”). Within within five (5) business days after Polyzen’s receipt of each Purchase Orderan annual forecast (or monthly update), Polyzen shall notify Company in writing either notifies Purchaser of its acceptance inability to meet such forecast (or monthly update), including the specified delivery dates, the parties shall attempt to arrange a substituted delivery schedule by mutual agreement. Such notice shall include a statement of the reasons for such Purchase Order or of its rejection thereof inability and the reason therefor. Any Purchase Order that reflects Monthly Orders that amount of Product affected. (d) Except in the case of Force Majeure (in which case the provisions of Section 10 shall apply), in the event the parties are within twenty percent (20%) of unable to agree on a substituted delivery schedule, Purchaser shall have the amount forecasted right to have Product manufactured by parties other than Seller or to undertake manufacture itself, but only if Product can be obtained more expeditiously from an alternative source and only in such amounts and for such month in periods necessary to make up the most recent Forecast (as defined below) difference between the amounts required by Purchaser hereunder and only for such periods Seller is unable to timely supply Product to Purchaser. In that event, Seller agrees to provide Purchaser or its nominee with all technical assistance necessary for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentencemanufacture of Product. (e) In accordance with Purchaser's policy, no Purchase Order submitted by Company shall be deemed Seller must obtain written approval to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less purchase more than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price annual requirement for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelycomponent item.

Purchase Orders. Polyzen’s performance 6.1 All purchases and sales between Fairchild and National shall be initiated by National's issuance of written purchase orders sent by either first class mail or facsimile. By written agreement of the Services Parties, purchase orders may also be sent and acknowledged by electronic data exchange or other mutually satisfactory system. Such "blanket" purchase orders shall be subject issued once per fiscal quarter for Wafers to Polyzen’s receipt from Company be delivered three (3) fiscal periods in the future. They shall state the Wafer quantities (specifying whether equivalents or its Affiliatesactual) by Wafer Module, and Polyzen’s shipping and invoicing instructions. Fairchild shall accept purchase orders through a written acceptance or electronic acknowledgment. Within a reasonable time after receipt of National's detailed device level Wafer starts request for the next fiscal period, Fairchild shall provide National with a Product delivery schedule either on a weekly basis as the Wafers are started or for the Wafer starts for the entire fiscal period, as the parties may agree in writing. The purchase orders may utilize the first three (except 3) fiscal periods forecast in the eight period rolling forecast supplied pursuant to Section 5, as provided below)the embodiment of the purchase order for specifying the Wafer quantity by Wafer Module and Process, and whether sorted or unsorted. 6.2 In the event of any conflict between the terms and conditions of this Agreement and either Party's purchase order, acknowledgment, or similar forms, priority shall be determined as follows: (a) typewritten or handwritten terms on the face of a written purchase order, each acknowledgment or similar document or in the main body of an electronic equivalent which will set forth have been specifically accepted in writing by the requested quantity of Product, price per other Party's Program Manager; (b) the terms of this Agreement; (c) preprinted terms incorporated in the purchase order, acknowledgment or similar document. 6.3 Consistent with standard practices of issuing specific device level details of part numbers to be fabricated on a weekly or periodic basis, National may unilaterally change the part number to be manufactured, provided that Fairchild agrees that the change does not negatively impact Xxxxxxxxx'x loadings and provided further that there is no change in the desired delivery dates (each, a “Delivery Date”), for Process flow to be used. A change that will negatively impact loading or alter the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase OrderProcess flow may only be directed upon Xxxxxxxxx'x written agreement, which shall be delivered as set forth in Section 2.4.1 below, utilize its Best Efforts to comply with such requested change. The specific part number detail shall be delivered submitted by no later than 5:00 p.m. (EST) on the last business day first class mail or facsimile. By written agreement of the second (2nd) month of Parties, specific part number detail may also be sent by electronic data exchange, or other mutually satisfactory system. 6.4 National shall request delivery dates which are consistent with Xxxxxxxxx'x reasonable lead times for each Product as indicated at the then current Order Periodtime National's purchase order is placed. Polyzen will consider in good faith accepting any Purchase Order delivered Notwithstanding the foregoing, Fairchild shall utilize its Best Efforts to accommodate requests by Company National for quick turnarounds or its Affiliate at any other point"hot lots", which includes prototype lots. Each Purchase Order shall include Hot lot cycle times and the requested amount of Product premiums to be delivered paid therefor are listed in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, Exhibit K. 6.5 Fairchild may upon prior written notice to Polyzen, delay the acceptance manufacture lots of any Monthly Order size which satisfy the requirements of effective manufacturing. However, National must place orders for full flow and prototype Products in an Order Period for up to three increments of twelve (312) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectively.or twenty-four

Purchase Orders. Polyzen’s performance The terms of Section 5.1.3 hereof shall serve as the Services firm purchase order for the initial [ * ] of Drug Substance to be delivered during the [ * ] Delivery Period. For all quantities of Drug Substance thereafter, the following terms shall be subject apply. By October 1, 2000 [ * ] prior to Polyzen’s receipt from Company or its Affiliatesthe first day of each calendar quarter during the Term, and Polyzen’s written acceptance (except as provided below), of Sankyo shall provide GelTex with a written firm purchase order, each of which will set order setting forth the requested quantity quantities of ProductDrug Substance ordered for each month of that calendar quarter, price per the terms of this Agreement, delivery dates for such quantities and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, locations to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which such quantities shall be delivered as set forth in Section 2.4.1 below, ("Purchase Order"). All Purchase Orders for the Drug Substance shall be delivered for a minimum batch size quantities reasonably agreed to by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order PeriodParties. Polyzen will consider in good faith accepting any In addition, GelTex is not obligated to accept a Purchase Order delivered by Company or its Affiliate at (i) for Purchase Orders which will be filled during the first two quarters of any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of calendar year unless the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of ordered under the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice equal to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% [ * ] of the total purchase price amount of the firm commitment made to GelTex under Section 5.1.4 with respect to the Delivery Period to which the Purchase Order relates (except that this requirement shall not apply to the Purchase Order placed by Sankyo for the subject Products on the original Delivery Date, as provided deliveries in the subject first quarter of 2001 which shall be governed by the terms of Section 5.1.3), and (ii) for all Purchase Order; Orders, the amount ordered under the Purchase Order does not require production at a rate in excess of [ * ] per year. If Sankyo determines that it will require an increase in the production of Drug Substance such that Drug Substance is manufactured at a rate in excess of [ * ] per year, Sankyo shall provide GelTex with at least [ * ] notice and the remaining 50% of Parties shall discuss the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will terms under which such additional capacity can be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelymet.

Purchase Orders. Polyzen’s performance of Contractor shall only accept purchase orders that: (a) contain the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written mandatory purchase order, each of which will order language set forth in Section 2.7.1, below, (b) specify the requested quantity of ProductGoods ordered; (c) specify a delivery schedule, price per the terms of this Agreement, if any; (d) specify delivery location; (e) specify invoicing address; and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered f) specify OSP’s authorized representative (each, a “Purchase Order”). Company Contractor shall have the right, but not the obligation, to deliver only accept Purchase Orders as provided hereinthat do not vary, amend, modify, or add Contract provisions other than changes to the OSP’s authorized representative, identification of Goods and order quantities, optional Services, equipment and accessories offered under the terms of the Price Agreement, delivery schedules in accordance with the terms of the Price Agreement, delivery destination and invoicing address. Each such Purchase Order Contractor accepts shall cover create a period separate Contract between the parties, enforceable in accordance with the terms thereof and independent of three all other such Contracts. 2.7.1 MANDATORY PURCHASE ORDER LANGUAGE: THIS PURCHASE IS SUBMITTED PURSUANT TO STATE OF OREGON PRICE AGREEMENT # 257- -19. THE PRICE AGREEMENT INCLUDING CONTRACT TERMS AND CONDITIONS AND SPECIAL CONTRACT TERMS AND CONDITIONS (3T'S & C'S) months (CONTAINED IN THE PRICE AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE AND SHALL APPLY TO THIS PURCHASE AND SHALL TAKE PRECEDENCE OVER ALL OTHER CONFLICTING T'S AND C'S, EXPRESS OR IMPLIED. 2.7.2 Notwithstanding any other provision of this Price Agreement, in the “event that OSP uses a credit card to pay for an order, an OSP generated Purchase Order Period”) andis not a necessary document to the transaction. In lieu of a Purchase Order document, except for a Contractor order acknowledgement document will become a part of the Initial Contract. However, in no event will an order acknowledgement, web order page or other Contractor generated document used to acknowledge the order such modify or provide additional terms and conditions of this Contract. 2.7.3 In the event a court of competent jurisdiction determines that a Purchase OrderOrder constitutes an offer rather than an acceptance, which then acceptance by Contractor shall be delivered limited to the terms and conditions of the Contract as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Price Agreement.

Purchase Orders. Polyzen’s performance of the 3.1 For all Services shall be subject to Polyzen’s receipt requested from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of Distributor under this Agreement, and VAR shall submit to Distributor by e-mail or through the desired delivery dates (each, a “Delivery Date”), for Partner Portal at least the Products then ordered (each, following information which shall be deemed by the Parties to comprise a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each : (a) Purchase Order shall cover a period of three number and date; (3b) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day Identification of the second Services by name and part number; (2ndc) month of the then current Order Period. Polyzen will consider in good faith accepting any Quantity and price; (d) The requested delivery/activation date, (by 5:00 pm Eastern) and instructions; (e) The Subscriber’s name and contact information. 3.2 For each fully conforming Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order received, Distributor shall include provide VAR with a written confirmation and acceptance; provided, however, that no binding obligation for fulfillment exists unless and until Distributor confirms receipt and accepts the requested amount of Product to be delivered in each month of the subsequent Order Period order (each, a “Monthly Order”). Within Distributor shall notify VAR in writing within five (5) business days after Polyzen’s receipt of each a Purchase Order from VAR whether Distributor has accepted or rejected the Purchase Order, Polyzen shall . If Distributor does not notify Company VAR in writing either of its acceptance of or rejection within such five (5) business day period, the Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Distributor. 3.3 New and/or renewal subscriptions for Services to existing Subscribers shall not require a new Purchase Order submitted by Company unless there is an applicable change in pricing from that Subscriber’s prior subscriptions. If VAR makes such requests through the submission of a Purchase Order or through Distributor web portals, Distributor shall treat each such request as a confirmed Order. 3.4 VAR shall be deemed entitled to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted wholly or partially cancel a given Purchase Order on by submitting a written notice of cancellation to Distributor no later than the desired Delivery Dates specified in the subject Purchase Orderrequested activation date; provided, provided however, that if such date cancellation is no less than forty-five (45) days from the date of not submitted, the Purchase Order is received by Polyzen. Company, at its option, may shall be final and binding upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyVAR.

Purchase Orders. Polyzen’s performance of the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a Xxxxx will purchase Product solely by written purchase orderorders, each of which will purchase orders must be consistent with the quantity restrictions set forth the requested quantity of Productin Sections 2.2, price per 4.1, 4.2 and 4.4, above. Product must be ordered in whole lot quantities. Each Xxxxx order will be governed by the terms of this Manufacturing Agreement, the Assignment Agreement and the MRD/Quality Agreement, and the desired delivery dates (eachno terms or conditions of Xxxxx purchase orders, a “Delivery Date”)Lilly's acknowledgement forms, for the Products then or any other forms will be applicable except those specifying quantity ordered (each, a “Purchase Order”)subject to the quantity restrictions) and shipment locations. Company shall have the right, but not the obligation, Xxxxx will submit each such written purchase order to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen Lilly at least fifteen ninety (1590) calendar days in advance of the subject date specified in each purchase order by which delivery of the Product is required. Each purchase order will include the information listed in EXHIBIT D attached hereto. Upon receipt and acceptance of each purchase order by Lilly hereunder, Lilly will supply the Product in such quantities (with any variances permitted hereunder) and will use commercially reasonable efforts to deliver such Product to Xxxxx on the deliver dates specified in such purchase order, unless otherwise mutually agreed to in writing by the Parties. Delivery Date by Lilly of greater than ninety percent (90%) of the quantity ordered will be in full satisfaction of the quantity ordered in such purchase order and must include new Delivery Dates satisfaction of Lilly's obligation to supply such order; provided, however, that the full purchase order will be applied to Galen's minimum purchase obligations under this Manufacturing Agreement, but only the quantities that Lilly actually delivers to Xxxxx will be applied to the maximum purchase amounts under this Manufacturing Agreement. With respect to the purchase of Additional Quantities and increased manufacturing costs arising out of modifications to the Specifications, Xxxxx will only be invoiced and required to pay for the delayed delivery. Products subject quantities that Lilly actually delivers to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyXxxxx.

Purchase Orders. Polyzen’s performance of the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a NEOSAN will purchase Product solely by written purchase orderorders, each of which will purchase orders must be consistent with the quantity restrictions set forth the requested quantity in Sections 2.2, 4.1, 4.2 and 4.4, above. Such purchase orders must be for whole lot size quantities of Product, price per Product as identified in SCHEDULE 4.5A attached hereto. NEOSAN may not order Product such that a lot is split into more than two (2) different package sizes. Each NEOSAN order will be governed by the terms of this Manufacturing Agreement, the Assignment Agreement and the MRD/Quality Agreement, and no terms or conditions of NEOSAN purchase orders, Lilly's acknowledgement forms, or any other forms will be applicable except those specifying quantity ordered (subject to the desired delivery dates (each, a “Delivery Date”quantity restrictions), for the Products then ordered (each, a “Purchase Order”)shipment locations and invoice information. Company shall have the right, but not the obligation, NEOSAN will submit each such written purchase order to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen Lilly at least fifteen ninety (1590) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% date specified in each purchase order by which delivery of the total Product is required. Each purchase price order will include the information listed in SCHEDULE 4.5B attached hereto. Notwithstanding the foregoing, Lilly will use commercially reasonable efforts, but will not be obligated, to meet any request of NEOSAN for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units delivery of Product in July 2017less than ninety (90) days, Company and further, Lilly will have attempt, but will not be obligated, to accommodate any changes requested by NEOSAN in delivery schedules for Product following Lilly's receipt of purchase orders from NEOSAN; provided, however, that Lilly may add to the option Purchase Price Lilly's incremental increase in the cost of having such Product incurred by Lilly in accommodating NEOSAN's requests pursuant to this sentence. Upon receipt and acceptance of each purchase order by Lilly hereunder, Lilly will supply the subject 100 units Product in such quantities (with any variances permitted hereunder) and will use commercially reasonable efforts to deliver such Product to NEOSAN on the deliver dates specified in such purchase order, unless otherwise mutually agreed to in writing by the Parties. Delivery by Lilly of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders greater than ninety percent (90%) of the quantity ordered will be subject accepted by NEOSAN in full satisfaction of the quantity ordered in such purchase order; provided, however, that NEOSAN will only be invoiced and required to pay for the same delivery standards; quantities that Lilly actually delivers to NEOSAN, but the Monthly Orders for August 2017 and September 2017 could then full purchase order will be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyapplied to NEOSAN's required minimum purchases.

Purchase Orders. Polyzen’s performance of Except to the Services extent the Parties may otherwise agree with respect to a particular shipment, the Products shall be subject ordered by Company pursuant to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders consistent with the forecasts as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Orderdescribed in Sections 4.1 and 4.2 above, which shall be delivered as set forth sent to Supplier not less than *** (***) days prior to the Delivery Dates specified in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason thereforOrders. Any Purchase Order requesting quantities of any Product that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent is consistent with a properly delivered Rolling Forecast (as defined below) for the given period shall be deemed accepted by PolyzenSupplier. Except as provided in the previous sentence, no If a Purchase Order submitted by Company is for a quantity in excess of the amount set forth in a properly delivered Rolling Forecast, then Supplier shall be deemed to have accepted such Purchase Order amount up to the proper amount, and any amount in excess thereof shall be accepted only upon written acknowledgment by Polyzen unless and until confirmed in writing Supplier that it agrees to supply the additional amount. Once accepted by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase OrderSupplier, provided that such date is no less than forty-five (45) days from the date of the a Purchase Order is received firm and may not be cancelled or modified without the consent of both Parties. API Supply Agreement – EXECUTION VERSION 9 Each Purchase Order must be submitted with either (i) a certificate of available Procurement Quota or a completed DEA Form 222 on a Product by PolyzenProduct basis or (ii) specify on a Product by Product basis the amounts that are contingent upon receipt of available Procurement Quota. Company, at its option, may upon prior written notice to Polyzen, delay In the acceptance event that Company specifies that all or a portion of any Monthly Order in an Order Period Product submitted for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order is contingent upon receipt of Procurement Quota by it of its Contract Manufacturer, only the portion of such Purchase Order for which Procurement Quota is available shall be binding upon Supplier, and with respect to any portion of such Purchase Order for which Procurement Quota is not available, the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017supply and purchase thereof, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Furtherincluding but not limited to delivery dates, any subsequent Monthly Orders will shall be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyArticle 15.

Purchase Orders. Polyzen’s performance On or before the first (1st) day of each calendar month, Reliant shall submit a purchase order for the Services shall Firm Commitment, which specifies the actual number of Batches to be subject to Polyzen’s receipt from Company or its AffiliatesManufactured and Packaged, and Polyzen’s written acceptance (except as provided below), the approximate number of a written purchase order, Units in each of which will set forth the requested quantity of Product, price per the terms of this AgreementBatch, and the desired delivery dates requested Delivery Dates for each Batch (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company Reliant shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each submit each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen Cardinal Health at least fifteen ninety (1590) calendar days in advance of the subject earliest Delivery Date and must include new requested in the Purchase Order. Cardinal Health shall confirm Delivery Dates for to Reliant. In the delayed deliveryevent of a conflict between the terms of any Purchase Order and this Agreement, this Agreement shall control. Products Notwithstanding the foregoing, Cardinal Health shall supply Reliant with quantities of Product that exceed by not more than [***] percent ([***]%) the quantities specified in the Firm Commitment (“Excess Quantities”), and shall use best commercial efforts to supply additional quantities of Product requested by Reliant (“Additional Quantities”). Cardinal Health’s supply of Excess Quantities and Additional Quantities are both subject to an Order Delay will be invoiced as follows: 50% (i) receipt of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for such Additional Quantities and Excess Quantities at least ninety (90) days in advance of the third calendar quarter requested Delivery Date for such Additional Quantities and Excess Quantities, and (ii) Cardinal Health’s possession of 2017 specified sufficient quantities of API to Manufacture Excess Quantities and Additional Quantities. Cardinal Health’s failure to supply Reliant with Additional Quantities shall not constitute a Monthly Order of 100 units of Product in July 2017, Company will have failure to supply under Section 2.2 and 4.2. Should Cardinal Health fail to [***]: Certain information on this page has been omitted and filed separately with the option of having the subject 100 units of Product delivered through October 2017 without incurring any penaltyCommission. Further, any subsequent Monthly Orders will be subject Confidential treatment has been requested with respect to the same delivery standards; omitted portions. supply Reliant with its requirements for the Monthly Orders Product, specifically excluding Additional Quantities, for August 2017 and September 2017 could then any particular month hereunder, Cardinal Health shall be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyrequired to make up the difference in the immediately subsequent month.

Purchase Orders. Polyzen’s performance of the Services (a) All Product purchased under this Agreement shall be subject pursuant to PolyzenCustomer’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), issuance of a individual written purchase order, each orders to Pfizer for specific quantities of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered Product (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as will set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount quantities of Product to be delivered in each month of desired, the subsequent Order Period (each, a “Monthly Order”shipping location and delivery date(s). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is delivery date(s) shall be no less earlier than forty-five (45) days from [***] after the date such Purchase Order is issued. In addition, Customer shall ensure that the total quantities of Product in Purchase Orders issued during any binding [***] period of a Rolling Supply Forecast satisfy Customer’s binding purchase obligations under the applicable Rolling Supply Forecast. Pfizer shall acknowledge such Purchase Order within [***] of issuance, failing which the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% deemed accepted at the expiration of the total purchase price for the subject Products on the original Delivery Date, such [***] period; provided that any Purchase Order that is inconsistent with this Agreement shall not be deemed accepted. (b) Each Purchase Order issued by Customer and confirmed by Pfizer as provided in this Section constitutes the subject binding obligation of Pfizer to Manufacture, sell and deliver to Customer whole Batch quantities or quantities in increments of prepackaged stock of Product by the delivery date specified in such Purchase Order; , and the remaining 50% binding obligation of Customer to purchase the purchase price at time quantity of shipment Product specified therein. (c) In the event of any conflict between the Products subject provisions of this Agreement and any Purchase Order, acknowledgement, invoice, xxxx of lading, acceptance or other preprinted form provided by either Party, the provisions of this Agreement shall govern. (d) All Product ordered by Customer pursuant to the Order Delay. By way of example, if a Purchase Order for or binding forecast pursuant to Section 2.2 shall be consistent with Pfizer’s then-current minimum Batch sizes, or multiples Signature Version Confidential thereof. Any change to such minimum Batch sizes will not affect any binding forecasts previously submitted by Customer. (e) The Parties shall use commercially reasonable efforts to correspond and/or meet periodically, at mutually convenient times and places, to discuss each Party’s requirements under this Section and the third calendar quarter of 2017 specified mechanisms that can be established to assure that those requirements are met on a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelytimely basis.

Purchase Orders. Polyzen(i) Customer shall, in accordance with Supplier’s performance lead time of [***], place Purchase Orders via email to Supplier with Supplier for the Services quantities of API indicated in the then-current Forecast’s Firm Period and confirmed by Supplier pursuant to Section 3.2. Supplier shall have no obligation to fulfill any Purchase Orders submitted without such required [***] lead time. Subject to the terms of Section 3.3(iii), Purchase Orders shall constitute a binding, non-cancellable obligation of Customer to purchase API so ordered. Each Purchase Order issued hereunder shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per governed by the terms and conditions of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Supplier hereby specifically rejects any different or additional terms and/or conditions contained in any such Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. . (ii) Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which submitted to Supplier by Customer shall be delivered as set forth for no less than i) [***] of API if submitted in Section 2.4.1 belowthe first Contract Year, and ii) no less than [***] of API if submitted in any subsequent Contract Year. (iii) Supplier shall be delivered by no later than 5:00 p.m. (EST) on the last business day provide Customer with a written confirmation of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any its ability or inability to satisfy each Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzenwithin [***] following Supplier’s receipt of each Purchase Orderthereof. If Supplier fails to provide Customer with such written confirmation [***] following Supplier’s receipt thereof, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period failure shall be deemed accepted by Polyzen. Except as provided in Supplier’s acceptance of the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless delivery date and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date quantity terms of the Purchase Order is received by Polyzenand confirmation of Supplier’s ability to satisfy the entirety of such Purchase Order. Company, at Until the earlier of (a) Customer’s receipt of Supplier’s written confirmation of its option, may upon prior written notice ability to Polyzen, delay satisfy the acceptance of any Monthly Purchase Order in an Order Period for up to three and (3b) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance the [***] after Supplier’s receipt of the subject Delivery Date and must include new Delivery Dates for Purchase Order, Customer shall have the delayed delivery. Products subject right to an Order Delay will be invoiced as follows: 50% cancel such portion of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for that solely relates to quantities of API under the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will then-current Forecast’s Firm Period that have not been previously forecasted under any prior Forecast’s Firm Period. (iv) Notwithstanding the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Furtherforegoing, any subsequent Monthly Orders will be subject failure by Customer to the same delivery standards; the Monthly comply with its obligations under this Agreement to issue Purchase Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyquantities of API indicated in any Firm Period shall not relieve Customer of its obligation to pay for those confirmed quantities set forth in such Firm Period on a take-or-pay basis.

Purchase Orders. PolyzenSeller’s performance of authorization to perform work under this Agreement will be given by NSA in the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), form of a Purchase Order executed by an officer of NSA or their written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates designee (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have NSA will not pay Seller for Products or charges for Products unless the rightProducts are produced, but not and the obligationcharges were incurred, to deliver fill an authorized Purchase Order previously submitted to Seller by NSA, except as provided in Section 17. The Purchase Orders as provided hereinshall set forth a quantity of Products which NSA requires from Seller and the delivery requirements. Each The Purchase Order shall cover a period of three (3) months (is the “Order Period”) andauthorization by NSA to order materials, except allocate labor or equipment, or enter into any other commitments for the Initial assembly of the Products. NSA shall issue Purchase Orders for delivery of Products at NSA’s discretion. Upon receipt of a Purchase Order, which Seller shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance send NSA within 48 hours written confirmation of such Purchase Order or of its rejection thereof receipt and shall confirm the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted delivery date for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by PolyzenProducts. Except as provided in Xxxxxxx 00, XXX shall not be responsible for work performed, material purchased or other commitments or expenses incurred by Seller other than as stated in the previous sentence, no Purchase Order submitted provided by Company shall be deemed NSA unless otherwise agreed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzenboth Parties. Polyzen shall deliver all Products pursuant to an accepted Seller will ship Product on the date set forth in each Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that that: (i) such date is no cannot be less than forty-five the number of days agreed upon in subsequent written memorandums signed by the Parties and expressly referring to this Agreement; and (45ii) days from the date of the Purchase Order is received by Polyzen. CompanyNSA may, at its optionprior to shipment, may upon prior written notice to Polyzen, request that Seller delay the acceptance shipment date subject to the Parties’ agreement to the payment by NSA for any additional storage charges. The Parties agree to set minimum order sizes for all Purchase Orders under this Agreement in subsequent written memorandums signed by the Parties and expressly referring to this Agreement. NSA shall provide Seller monthly during the term of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice this Agreement with a good faith rolling forecast of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates its Product needs for the delayed deliveryfollowing twelve (12) month period. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, Except as provided in the subject Section 17, such forecasts provided by NSA shall be only for Seller’s production planning and capacity EXECUTION COPY planning purposes and negotiations with materials vendors, and shall not constitute Purchase Order; Orders by NSA and the remaining 50% of the purchase price at time of shipment of the Products subject shall in no way obligate NSA to the Order Delay. By way of example, if a issue Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelybased thereon.

Purchase Orders. Polyzen’s performance On or before the fifth (5th) business day of each [*] during the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms term of this Agreement, Radius shall give and place with Xxxxxx, on a rolling [*] basis, Purchase Orders for at least [*], and, during the desired delivery dates (each, a “Delivery Date”)Market Launch Phase, for at least[*], of the Products then ordered (eachDemand forecasted for the Flexible Period that has then-become the Fixed Period. For clarity, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order for less than the amount described in the preceding sentence shall cover a period not result in any obligation of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered Radius to compensate Xxxxxx other than as set forth in Section 2.4.1 below3.5(b) or Section 3.5(c), as applicable. Purchase Orders specifying the quantities of either the Cartridges and the Pens, or of the Finished Products, as applicable, and delivery date desired by Radius, shall be delivered placed by no later than 5:00 p.m. (EST) on the last business day Radius at least [*] prior thereto, for Cartridges and Pens, or [*] prior thereto for Finished Product, following approval of the second (2ndForecast. The Demand for the Fixed Period, if in accordance with Section 3.5, shall be deemed, subject to Section 3.5(e) month of the then current Order Period. Polyzen will consider in good faith accepting any below, to be ordered by a binding Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product that does not need to be delivered accepted by, and cannot be rejected by, Xxxxxx. Purchase Orders for Demand not in each month of the subsequent Order Period accordance with Section 3.5 shall be confirmed or rejected by Xxxxxx, in its sole discretion, by notice in writing to Radius within ten (each, a “Monthly Order”). Within five (510) business days after Polyzen’s of receipt of each the respective Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such . If a Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as is provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Radius, Xxxxxx may fully rely thereon without independent investigation and such Purchase Order, provided that such date is no less than forty-five (45) days from if and as confirmed by Xxxxxx, shall be valid for the date purpose of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date confirming quantities and must include new Delivery Dates for of either the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; Cartridges and the remaining 50% of Pens, or the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyFinished Products.

Purchase Orders. Polyzen’s performance of the Services 5.1 Buyer shall be subject submit a Purchase Order to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of Supplier on a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), quarterly basis. The Purchase Order shall specify [*] for the Products then ordered (each, a “Purchase Order”). Company shall have [*] covered by the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which and shall be delivered based on [*] as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order. 5.2 Subject to the rescheduling and cancellation provisions herein, Buyer agrees that it shall [*]. Supplier will ship Products during the quarter by the Shipment Dates specified in the Purchase Order is received or, if Buyer chooses, by PolyzenShipment Dates specified in Pull Signals issued by Buyer throughout the quarter. CompanyAny [*], at its option, may upon prior written notice to Polyzen, delay the unless Buyer informs Supplier otherwise in advance and in writing. 5.3 Supplier will acknowledge receipt and acceptance of any Monthly Buyer's Purchase Orders within 48 hours of receipt. If Supplier fails to respond to Buyer's Purchase Order in an within forty-eight (48) hours, such Purchase Order Period for up to three (3) months (an “Order Delay”)will be deemed accepted by Supplier. Written notice of an Order Delay Purchase Orders must be given to Polyzen placed in advance, with at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for Lead Time agreed to by the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017Parties, Company will have the option of having the subject 100 units of Product delivered through October 2017 to allow Supplier to meet Buyer's requested Shipment Date. Buyer may request, without incurring any penaltyliability Certain confidential information has been omitted from this Exhibit 10.58 pursuant to a confidential treatment request filed separately with the Securities and Exchange Commission. FurtherThe omitted information is indicated by the symbol "[*]" at each place in this Exhibit 10.58 where the omitted information appeared in the original. hereunder, any subsequent Monthly Orders improved Shipment Dates, and Supplier will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectively[*].

Purchase Orders. Polyzen’s performance On or before the fifth (5th) business day of each [*] during the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms term of this Agreement, Radius shall give and place with Xxxxxx, on a rolling [*] basis, Purchase Orders for at least [*], and, during the desired delivery dates (each, a “Delivery Date”)Market Launch Phase, for at least [*], of the Products then ordered (eachDemand forecasted for the Flexible Period that has then-become the Fixed Period. For clarity, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order for less than the amount described in the preceding sentence shall cover a period not result in any obligation of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered Radius to compensate Xxxxxx other than as set forth in Section 2.4.1 below3.5(b) or Section 3.5(c), as applicable. Purchase Orders specifying the quantities of either the Cartridges and the Pens, or of the Finished Products, as applicable, and delivery date desired by Radius, shall be delivered placed by no later than 5:00 p.m. (EST) on the last business day Radius at least [*] prior thereto, for Cartridges and Pens, or [*] prior thereto for Finished Product, following approval of the second (2ndForecast. The Demand for the Fixed Period, if in accordance with Section 3.5, shall be deemed, subject to Section 3.5(e) month of the then current Order Period. Polyzen will consider in good faith accepting any below, to be ordered by a binding Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product that does not need to be delivered accepted by, and cannot be rejected by, Xxxxxx. Purchase Orders for Demand not in each month of the subsequent Order Period accordance with Section 3.5 shall be confirmed or rejected by Xxxxxx, in its sole discretion, by notice in writing to Radius within ten (each, a “Monthly Order”). Within five (510) business days after Polyzen’s of receipt of each the respective Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such . If a Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as is provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Radius, Xxxxxx may fully rely thereon without independent investigation and such Purchase Order, provided that such date is no less than forty-five (45) days from if and as confirmed by Xxxxxx, shall be valid for the date purpose of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date confirming quantities and must include new Delivery Dates for of either the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; Cartridges and the remaining 50% of Pens, or the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyFinished Products.

Purchase Orders. Polyzen’s performance of the Services All purchases pursuant to this Agreement shall be subject made by means of a purchase order issued from time to Polyzen’s receipt from Company or its Affiliatestime by LMT and accepted in writing by VPC (each a "Purchase Order"). Unless otherwise agreed by the Parties, and Polyzen’s written acceptance (except as provided below), each Purchase Order shall be in the form of a written purchase order, each of or electronic communication and shall contain the following information: (i) a reference to the Quote pursuant to which will the Purchase Order has been issued and a statement by LMT that except as specifically set forth in the requested quantity of ProductPurchase Order, price per LMT has accepted all terms and conditions set forth in the Quote, including without limitation the estimated Licensed Component Production Cost and LMT Xxxx-Up for any Licensed Production Components, and/or the prices, charges and fees to be charged by VPC to LMT for any other Product(s), the payment terms of this Agreementto be offered to Customer, and the desired delivery dates (each, a “Delivery Date”), warranty terms for the Products then ordered warranty to be offered by LMT to the Customer; (eachii) the part number of the Product(s) as assigned by the Quote and the Parties’ agreed upon classification of the Product(s) as (a) Non-Production Products, (b) Licensed Production Components, or (c) Conventional Products; (iii) the quantity of Product(s) ordered; (iv) the requested delivery date or shipping schedule of the Product(s); (v) delivery instructions, including the location to which the Product(s) are to be shipped and the method of shipment and name of a “carrier that will accept delivery Ex Works VPC’s manufacturing facility (if no carrier is specified, VPC may but is not required to select a carrier); (vi) a reference to this Agreement; and (vii) a Purchase Order”)Order number for billing purposes. Company VPC shall have the right, but not the obligation, to deliver accept all Purchase Orders as provided herein. Each that are consistent with a Quote that had not expired and was not withdrawn by VPC at the time the Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Periodwas received. Polyzen will consider in good faith accepting VPC may reject any Purchase Order delivered by Company that is inconsistent with the Quote or its Affiliate for which the Quote had expired or been withdrawn at any other point. Each the time the Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent was received. Any Purchase Order Period (each, a “Monthly Order”). Within that is not accepted by VPC within five (5) business days after Polyzen’s of receipt shall be deemed to have been rejected by VPC. The terms of this Agreement shall be deemed incorporated into and made a part of each Purchase Order. Any terms appearing in any Purchase Order, Polyzen shall notify Company or in writing either of its any acknowledgment or acceptance of such a Purchase Order, that differ from or are in addition to the terms of this Agreement and/or the terms to be included in the Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month as specified in the most recent Forecast (as defined below) for the given period this Section shall be deemed accepted by Polyzen. Except as provided in the previous sentencevoid, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed only to the extent such terms are specifically acknowledged in writing by the Parties as constituting an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant amendment to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Agreement.

Purchase Orders. PolyzenCustomer shall place purchase orders binding on Customer for the number of Batches it wishes to order at least [***] (or earlier as [***]) prior to the Commencement Date for such Batches in accordance with Lonza’s performance most recent response to the Forecast. Each binding purchase order shall be signed by Customer and shall authorize Lonza to manufacture such Batches of the Services Product as are set forth therein. Lonza shall not be obligated to commence manufacture of any Batch unless and until such written purchase order is accepted in writing by Lonza. Any delivery date set forth in Lonza’s written confirmation of a purchase order shall be subject to Polyzen’s receipt from Company an estimated delivery date only. All ordered Batches shall be scheduled in a single Campaign in each calendar year unless otherwise agreed by Lonza. Any additional or its Affiliates, and Polyzen’s written acceptance (except as provided below), inconsistent terms or conditions of a written any Customer purchase order, each of which will set forth the requested quantity of Product, price per the terms of acknowledgement or similar standardized form given or received pursuant to this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company Agreement shall have no effect and such terms and conditions are hereby rejected. For clarity, the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then then-current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period Project Plan shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a binding Purchase Order for the third calendar quarter Batches set forth in the Project Plan with the Commencement Date of 2017 specified a Monthly Order of 100 units of Product such Batches being the commencement dates set forth in July 2017the Project Plan, Company will and Customer shall not be required to place separate Purchase Orders for such Batches to make them binding. Customer shall have the option right to reschedule and/or cancel any of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject Batches in the Project Plan in the same manner and pursuant to the same delivery standards; terms and conditions as the Monthly Orders for August 2017 rescheduling and September 2017 could then be similarly delayed cancellation set forth in Clauses 6.3 through 6.6 as requested by Company and delivered if they were the Batches ordered through November 2017 and December 2017 respectivelya Purchase Order.

Purchase Orders. Polyzen’s performance of A. Notwithstanding the Services shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as provisions set forth in Section 2.4.1 belowthe paragraph entitled FORECASTS, Mykotronx shall issue purchase orders ("Purchase Orders") for all Product ordered which shall Include the unit price, quantity, cumulative price, anticipated delivery date and reference this Agreement. Place of delivery, method of transportation and carrier will be delivered by no later than 5:00 p.m. provided monthly, but at least thirty (EST30) on the last business day days in advance of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (eachscheduled delivery date, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason thereforvia "Distribution Instructions". Any provisions, requirements (including Quality Assurance) or terms and conditions contained in a Purchase Order that reflects Monthly are in addition to or inconsistent with this Agreement shall have no force and effect unless set forth in writing executed by both Parties. Purchase Orders that are within twenty percent will be commercial and shall not contain reference to any Prime Contracts. Other additional terms and conditions shall have no force and effect. B Deliveries shall be made pursuant to reasonable manufacturing schedules based on no less than a ninety (20%90) day lead-time. C Mykotronx agrees to place Purchase Orders for a minimum quantity of 100 Units for delivery per month and shall not exceed a maximum quantity of 800 units for delivery per month. When Purchase Orders exceed the amount forecasted for such month in the most recent Forecast (requirements, as defined below) in Section 5, Seller and Mykotronx shall negotiate a reasonable delivery schedule and Seller shall submit to Mykotronx any associated cost impact in accordance with Section 8 "Changes". D Payment for the given period product ready for delivery shall be made by Mykotronx net thirty (30) days from the date of an acceptable invoice (reference Section 34) Invoices shall be transmitted to Mykotronx at the time the Product is deemed accepted by Polyzen. Except "accepted" as provided in Section 12. Seller reserves the previous sentence, no Purchase Order submitted by Company shall be deemed right to be accepted by Polyzen unless and until confirmed in writing by an authorized representative access interest at the rate of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than 1.5% per month for repeated untimely payments received beyond forty-five (45) days from invoice date. Payment will be made in U.S. Dollars. In the date event Mykotronx has any outstanding invoice for more than forty-five (45) days, Seller shall have the right to stop shipments of Product until Mykotronx makes a sufficient payment to bring its account within the Purchase Order is received by Polyzenthirty (30) day payment. CompanyE Each Party shall be entitled at all times to set-off any amount owing from the other Party to such Party against any amount payable to the other Party to such Party, at its optionarising out of this or any other transaction For purposes hereof, may upon prior written notice (i) the term "Party" shall be limited to Polyzenthe parties to this transaction. F When required, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must late payment will be given provided in writing to Polyzen the KIV-7 Contract Administrator at least fifteen (15) calendar days the address provided in advance of Section 24 with the subject Delivery Date exception as provided for under Section 45. G Mykotronx and must include new Delivery Dates Xxxxxx have executed supply Agreements for the delayed deliveryPresidio Module. Products subject Seller shall procure the Presidio Module from Xxxxxx. Mykotronx, as a requirement of their Agreement with Xxxxxx, must flowdown the Xxxxxx payment terms for the Presidio Module which follow. "Partial and early shipments, within fifteen days prior to an Order Delay will be invoiced as follows: 50the scheduled delivery date and at no time shall the quantity delivered exceed a quantity greater than 110% of the total purchase price quantity scheduled for delivery, are acceptable and will result in partial invoices. Payment terms are net thirty (30) days from invoice date. In accordance with Xxxxxx standard terms and conditions, Xxxxxx reserves the subject Products on light to assess interest at the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50rate of 1.5% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order per month for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested repeated untimely payments received by Company and delivered through November 2017 and December 2017 respectivelyXxxxxx beyond forty-five (45) days from invoice date."

Purchase Orders. Polyzen’s performance Customer shall place firm orders for the Product using the form of purchase orders mutually agreeable to Customer and Hovione, setting forth the quantity of the Services Product required (which shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided belowin increments of full Batches), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “as well as its required Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase OrderDates, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later event earlier than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) [***] days from the date of the Purchase Order is received by Polyzenpurchase order. Company, at Hovione will notify Customer of its option, may upon prior written receipt of each purchase order within [***] thereafter. Such notice to Polyzen, delay will accept the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance binding portion of the subject Delivery Date purchase order and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% confirmation of the total purchase price for the subject Products on the original Delivery Date, as provided in which shall be not less than [***] days and not more than [***] days from the subject Purchase Order; and the remaining 50% date of the Customer purchase price at time order issue date. If Hovione fails to notify Customer of its receipt of such order within such [***] Business Day period, and subject to the limits set forth in Section 3.7, the order will be deemed to have been received and accepted; provided, however, that if the Parties mutually agree, Hovione may deliver a shipment of the Products subject Product prior to the Order Delaydate that is [***] days after the date of the applicable purchase order. By way The expected time until the Delivery Date of exampleProduct made at each Facility shall take into account the total number of Batches that can be made at such Facility and other terms, if a as applicable; provided however, that such Delivery Date shall be made in accordance with the foregoing terms of this Section 3.3. (a) Within [***] days after an initial Customer Purchase Order for issue date, Customer may request that up to [***] of the third calendar quarter Product be Manufactured under such Purchase Order, such additional quantity to be delivered not more than [***] days after the initial Customer Purchase Order issue date; provided that only such quantity of 2017 specified a Monthly the Product may be requested per Purchase Order issued hereunder unless otherwise agreed to in writing by Hovione. (b) In the event of 100 units any conflict between the provisions of Product this Agreement and any Purchase Order, acknowledgement, invoice, bxxx of lading, acceptance, or other preprinted form provided by either Party, the provisions of this Agreement shall control. No additional provision in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject such other document shall apply unless both Parties explicitly agree in writing signed by both Parties that such additional provision shall apply as an additional provision to the same delivery standards; the Monthly Orders for August 2017 Parties rights and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyobligations under this Agreement.

Purchase Orders. Polyzen’s performance 8.1 All purchases and sales between Fairchild and National shall be initiated by National's issuance of written purchase orders sent by either first class mail or facsimile. By written agreement of the Services Parties, purchase orders may also be sent and acknowledged by electronic data exchange or other mutually satisfactory system. Such "blanket" purchase orders shall be subject issued once per fiscal quarter for Wafers to Polyzen’s receipt from Company be delivered three (3) fiscal periods in the future. They shall state the Wafer quantities (specifying whether equivalents or its Affiliatesactual) by Wafer Module, and Polyzen’s shipping and invoicing instructions. Fairchild shall accept purchase orders through a written acceptance or electronic acknowledgment. Within a reasonable time after receipt of National's detailed device level Wafer starts request for the next fiscal period, Fairchild shall provide National with a Product delivery schedule either on a weekly basis as the Wafers are started or for the Wafer starts for the entire fiscal period, as the Parties may agree in writing. The purchase orders may utilize the first three (except 3) fiscal periods forecast in the eight period rolling forecast supplied pursuant to Section 7, as provided below)the embodiment of the purchase order for specifying the Wafer quantity by Wafer Module and Process, and whether sorted or unsorted. 8.2 In the event of any conflict between the terms and conditions of this Agreement and either Party's purchase order, acknowledgment, or similar forms, priority shall be determined as follows: (a) typewritten or handwritten terms on the face of a written purchase order, each acknowledgment or similar document or in the main body of an electronic equivalent which will set forth have been specifically accepted in writing by the requested quantity of Product, price per other Party's Program Manager; (b) the terms of this Agreement; (c) preprinted terms incorporated in the purchase order, acknowledgment or similar document. 8.3 Consistent with standard practices of issuing specific device level details of part numbers to be fabricated on a weekly or periodic basis, National may unilaterally change the part number to be manufactured, provided that Fairchild agrees that the change does not negatively impact Xxxxxxxxx'x loadings and provided further that there is no change in the Process flow to be used. A change that will negatively impact loading or alter the Process flow may only be directed upon Xxxxxxxxx'x written agreement, which shall utilize its Best Efforts to comply with such requested change. The specific part number detail shall be submitted by first class mail or facsimile. By written agreement of the Parties specific part number detail may also be sent by electronic data exchange, or other mutually satisfactory system. 8.4 National shall request delivery dates which are consistent with Xxxxxxxxx'x reasonable lead times for each Product as indicated at the time National's purchase order is placed. Notwithstanding the foregoing, Fairchild shall utilize its Best Efforts to accommodate requests by National for quick turnarounds or "hot lots", which includes prototype lots. Hot lot cycle times and the desired delivery dates (eachpremiums to be paid therefor are listed in Exhibit K. Level S hot lots will be negotiated on a case-by-case basis. 8.5 Fairchild may manufacture lots of any size which satisfy the requirements of effective manufacturing. However, National must place orders for full flow and prototype Products in increments of [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] Wafers for lots that are run exclusively for National with National Masks, or, when possible, as agreed by Fairchild, in [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] increments if scheduled as a “Delivery Date”)portion of a Xxxxxxxxx product lot started for Xxxxxxxxx'x use. For personalized ASIC Wafers drawn from mid-flow inventories, for the Products then smallest quantity that shall be ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) andby National is [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], except for Wafers manufactured in the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five five-inch (5") business days after Polyzen’s receipt of each Purchase Orderfab, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and which case the reason therefor. Any Purchase Order smallest quantity that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall can be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date ordered is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectively[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].

Purchase Orders. Polyzen’s performance of 3.1 For any Product the Services Buyer wishes to purchase pursuant to this Agreement, the Buyer shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of transmit a written purchase order to the Seller at the following address: < PARTY_1_ADDRESS_MULTI_LINE > < PARTY_1_EMAIL > 3.2 In each Year, the Buyer shall place orders with the Seller for at least < MINIMUM >% of the volume of the Buyer's purchases of Products in the Base Year. For the purposes of this Clause, the Buyer's purchases of the Products in the Base Year shall be calculated by reference to the monetary value of the Products purchased by the Buyer in the Base Year as shown in Schedule 4. 3.3 The Buyer shall, not less than < ORDER_DAYS > days before the beginning of each month, give the Seller its order for the Products to be delivered by the Seller to the Buyer during that month. Each order so given shall be final upon acceptance of that order by the Seller, except that the Seller may at its discretion accept an amendment to an order made by the Buyer within ten days after the order is given. 3.4 The purchase order shall set out the identity and quantity of Products to be purchased by the Buyer, the requested delivery schedule, Prices and shipping instructions. All Products will be supplied subject to the standard terms and condition of sale from time to time of the Seller, (except that, if any provision of those terms and conditions of sale is inconsistent with any provision of this Agreement, the latter shall prevail). A copy of such terms and conditions in force at the date hereof is set out in Schedule 3. Any pre-printed terms on the Buyer's purchase order, each specifications or any other document issued by the Buyer and any additional, different or conflicting terms or conditions of which will set forth the requested quantity of ProductBuyer shall be wholly inapplicable, price per and the terms of this Agreement, and Agreement shall prevail. 3.5 Change requests from the desired delivery dates (each, a “Delivery Date”), for Buyer to existing purchase orders should include information about the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) effects on the last business day future requirements. If the Buyer requests an increase in the quantity of Products covered by a purchase order, it should identify any proposed addition or adjustment to the second (2nd) month of existing forecast; if the then current Order Period. Polyzen Buyer requests a decrease in a purchase order, it should identify any proposed reduction or adjustment to the existing forecast. 3.6 Notwithstanding the forecast and ordering procedure set out in Clause 4, the Seller will consider in use its reasonable good faith accepting any Purchase Order delivered efforts to fulfill change requests by Company the Buyer to increase the quantity of a purchase order. A change request by the Buyer to decrease the quantity of a purchase order or its Affiliate at any other pointa cancellation of a purchase order may be subject to cancellation charges as reasonably determined by the Seller. Each Purchase Order shall include Unless otherwise indicated by the requested amount Buyer, no portion of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period purchase order shall be deemed accepted cancelled unless expressly stated by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed Buyer or unless the Products to be accepted shipped thereunder have not been picked up by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in Buyer's carrier within 30 days following the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same scheduled delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelydate.

Purchase Orders. Polyzen’s performance 10.1 The Parties contemplate that Orders will be placed from time to time by Company and Ordering Companies, incorporating by reference the terms and conditions of this Agreement. The pre-printed terms and conditions found, normally, on the Services reverse side of Orders shall be subject to Polyzen’s receipt from Company or its Affiliates, excluded and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will deemed deleted. Each Order may set forth the requested quantity terms and conditions reflecting business requirements unique to a particular ordering location. In the event of any contradiction between the terms and conditions of this Agreement and the terms and conditions of an Order, the terms and conditions of this Agreement shall supersede and override the terms and conditions of such Order to the extent of such contradiction. Orders will describe in detail the required Product, price per Commercially Purchased Item, and/or the terms Service to be provided by Supplier and may include, without limitation, the following types of items: statements of work, drawings, plans, designs, procedures, Specifications (Product, quality, design and test), BOMs, methods of packaging, marking specifications, repair and return processes, quantities of units or other equipment to be furnished by Company’s ordering location, if any, delivery schedules and inspection criteria. 10.2 Supplier shall promptly notify Company of its receipt of an Order. If a notice of rejection of an Order is not received by Company from Supplier within two (2) Business Days from the date of the receipt thereof by Supplier, such Order shall be deemed to have been accepted by Supplier. In no event shall Supplier reject an Order due to Company’s increase in Forecast or unforecasted Product demand. In such an event, Supplier shall use reasonable commercial efforts to meet the delivery dates of such excess Product, but the failure by Supplier to meet the delivery date requested in such an event shall not be deemed (i) a breach by Supplier of its obligation to meet Xxxxxx – Elcoteq Proprietary Use Pursuant to Company Instructions CONFIDENTIAL TREATMENT REQUESTED the delivery date requested or (ii) to affect any measure of Supplier’s performance related to the requested delivery hereunder; provided, however, once the Parties agree upon a delivery date, delivery performance shall be measured in accordance with this Agreement. 10.3 Company may at any time during the course of Supplier’s manufacture of a Product, and the desired delivery dates performance of a Service, and/or supply of a Commercially Purchased Item require additions to or deductions or deviations from (each, an “Order Change”) the quantity of the Product, Commercially Purchased Item and/or Service ordered or forecasted for delivery on a specific date (the “Original Delivery Date”). In addition, upon request by Company, Supplier shall use commercially reasonable efforts to: (a) accept unplanned Orders, (b) accelerate delivery dates for existing Orders or Forecasts, or (c) accept increases in quantities of Orderable Items subject to existing Orders or Forecasts, subject in each case to Company agreeing to meet any increased costs or premium charges incurred by Supplier as a result of meeting such requests. 10.4 Company may from time to time, by written order to Supplier, suspend Supplier’s performance of any Order, in whole or in part. In the Products then ordered (eachcase of suspension, a “Purchase Supplier will take all reasonable steps to avoid any additional costs allocable to such Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which that Supplier shall be delivered as set forth entitled to complete any Product that Supplier has actually commenced manufacture of prior to receipt of Company’s order of suspension. If any such suspension causes an increase or decrease in Section 2.4.1 belowthe cost of or time (including labor hours) required for performance, an equitable adjustment shall be delivered made in the Price or Delivery Schedule, or both, by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Periodmutual agreement. Polyzen will consider in good faith accepting any Purchase Order delivered Claims for adjustment under this clause must be made by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company Supplier in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent thirty (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (4530) days from the date of the Purchase notice of suspension. Any such claim must be supported as soon as practicable by information and records necessary to permit Company to make an equitable disposition thereof. Nothing in this clause shall excuse Supplier from continuing with its performance as changed or after Company’s rescission of such suspension, nor shall anything herein be deemed to bar Company its right under this Agreement to cancel any such Order. 10.5 Company may at any time terminate an Order is received by Polyzen. Companywithout cause for Services, at its optionin whole or in part, may upon prior five (5) days’ written notice to PolyzenSupplier. In such an event, delay Company’s liability shall be limited to payment of the acceptance of any Monthly Order in an Order Period amount due for the Services performed (including materials needed for such Services that are already on order that cannot be cancelled) up to three and including the date on which such Services terminate (3) months (an “which amount shall be supported with proof satisfactory to Company), and no further Services pursuant to such terminated Order Delay”)will be rendered by Supplier. Written Supplier shall use reasonable commercial efforts to terminate the provision of such Services as soon as practicable pursuant to such notice of an termination. Such payment by Company shall constitute a full and complete release and discharge of Company’s obligations in respect of such terminated Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of for Services. In no event shall Company’s liability exceed the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided identified in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase applicable Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyServices being terminated.

Purchase Orders. Polyzen’s performance (a) Except for the initial purchase order deemed placed pursuant to Section 4.1, Celltech shall place firm orders for the Product and Product Samples on *. Celltech may place additional firm orders for the Product and Product Samples from time to time *. Orders of Product Samples must be for such number of Product Samples as Celltech shall specify within the Services shall limits specified in Section 4.3(h). (b) All orders for the Product and/or Product Samples must be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance in writing specifying the Product SKU (except as provided belowbased on the SKUs set forth in Section I of Appendix I), of a written purchase order, each of which will set forth the requested quantity of Product, price per delivery date (which delivery date shall not be less than ninety (90) days after the terms date such purchase order is delivered to Pharmacia) and delivery location (which may be one and only one facility of this Agreement, Celltech in the United States). (c) All Products and the desired delivery dates Product Samples delivered hereunder shall be delivered to Celltech in finished packs containing all Labeling. (each, a “Delivery Date”d) Subject to Sections 2.2 and 4.3(f), for the Products then ordered (each, a “Purchase Order”). Company Celltech shall have the right, but not the obligation, be required to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months order * (the “Order PeriodMinimum Required Purchase Amount”) andfor which the aggregate purchase price equals * (the “Required Purchase Price”) during *. (e) Celltech may purchase more than the Minimum Required Purchase Amount in any period specified in Section II of Appendix I. (f) Notwithstanding anything to the contrary in Section 4.3(d), except if during the period *, Pharmacia sells in the Territory more than * of Products (provided that for this purpose sales shall be calculated using the higher of (i) * and (ii)*), the Required Purchase Price (and correspondingly the Minimum Required Purchase Amount) for the Initial Purchase Order, which shall be delivered as balance of set forth in Section 2.4.1 below, II of Appendix I shall be reduced * as set forth for the period commencing * as provided in Section II of Appendix I. (g) In the event that, for any reason whatsoever, including by reason of any action or order of any governmental agency, Pharmacia fails to deliver within ninety (90) days of a delivery date specified in any purchase order any capsules of Product ordered by Celltech pursuant to this Section 4.3 and prior to Pharmacia completing such delivery the Product is on back-order with Celltech, Pharmacia shall credit the number of such capsules of Product on back-order that were ordered by Celltech but not delivered by no later than 5:00 p.m. within ninety (EST90) days of such delivery date and the purchase price amount (in dollars) therefor towards the Minimum Required Purchase Amount and the Required Purchase Price, for the then-current period (with any excess adjustment to be applied to the next period). The purchase price amount to be credited to Celltech shall be based on the last business day amount per capsule set forth in Section II of Appendix I for the period(s) set forth in Section II of Appendix I corresponding to the period(s) for which the credit shall be applied. (h) Purchase orders that comply with this Section 4.3 shall be binding on both parties provided that Pharmacia shall be under no obligation to accept any purchase order received from Celltech if the quantity of the second (2nd) month Product ordered in any calendar quarter will exceed by more than the quantity of the then current Order Period. Polyzen will consider Product or the Product Samples most recently forecast by Celltech for pursuant to Section 4.2; provided, however, that notwithstanding the foregoing, Pharmacia must in good faith accepting any all events supply the Minimum Required Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order Amount for each year and shall include the requested amount of use commercially reasonable efforts to accept and fill all orders for additional Product to be delivered in each month of the subsequent Order Period and Product Samples received from Celltech. (each, a “Monthly Order”). Within five (5i) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in Section 4.1 with respect to the previous sentenceinitial orders from Pharmacia’s in-country distribution locations listed on Appendix III, no Purchase Order submitted by Company all units of Product sold hereunder shall be deemed delivered to Celltech FCA Pharmacia’s manufacturing site in Sweden as “FCA” is defined in Incoterms 2000 except that (i) Pharmacia shall be accepted by Polyzen unless and until confirmed responsible to arrange the shipment of the Product to Rochester, NY, or such other facility located in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates United States as specified in the subject Purchase Order, provided that applicable purchase order conforming to this Section 4.3 and to pay the freight costs of such date is no less than forty-five shipment charged by the shipping company and (45ii) Celltech shall reimburse Pharmacia for all such costs of freight from Pharmacia’s manufacturing site in Sweden to the destination specified in the applicable purchase order conforming to this Section 4.3 within thirty (30) days of receipt by Celltech of Pharmacia’s invoices itemizing the costs of shipment (such delivery, “FCA Pharmacia’s Manufacturing Site in Sweden”). Celltech shall be solely responsible for any insurance covering the goods for all times from and after the date time when Pharmacia shall have loaded the goods on the carrier. (j) Pharmacia shall invoice Celltech for all Product and Product Samples purchased, including those purchased pursuant to the initial orders made pursuant to Section 4.1, promptly following the relevant FCA delivery of each shipment of Product to Celltech. (k) Pharmacia will provide Celltech with all certificates, analysis results and other documents, reports and information so required to be provided pursuant to and in accordance with the Purchase Order is received terms of applicable Law. (l) All contrary, inconsistent or additional provisions, terms and conditions of any purchase order, sales or order acknowledgment, invoice or other standard business form of either party (a “Form”) are superseded by Polyzenthis Agreement and shall be disregarded and have no force or effect. Company, at its option, may upon prior written notice If a Form purports to Polyzen, delay the be conditioned in any manner on agreement to and/or acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date provisions, terms and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Dateconditions other than those set forth herein, as provided in the subject Purchase Order; then such provisions, terms and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyconditions are hereby waived.

Purchase Orders. Polyzen’s performance of the Services shall be subject FORECASTS ------------------------- a) PURCHASER will provide to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of MANUFACTURER firm purchase orders for a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period minimum of three (3) months in advance of delivery, Further, Purchaser, will provide to MANUFACTURER an additional six (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd6) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product forecast to be delivered updated monthly, MANUFACTURER, will purchase materials per purchase order and forecast based on lead-times, minimum buys, and inventory class buy policy. PURCHASER is responsible for material purchased in each case of schedule reduction or cancellation. b) PURCHASER reserves the right to reschedule deliveries on orders that are due sixty (60) days or more, from the date such change notice is given to MANUFACTURER. If such reschedule represents a delay in shipment, the reschedule cannot be for more than sixty (60) days from the original delivery date and PURCHASER will be responsible for a one percent (1%) per month of carrying charge on, material acquired pursuant to the subsequent Order Period (eachoriginal delivery date that MANUFACTURER cannot mitigate. If such reschedule represents an acceleration or increase, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase OrderMANUFACTURER will make best effort to meet the request, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof subject to material and the reason thereforcapacity availability. Any Purchase Order that reflects Monthly Orders that are within twenty percent extra or unrecoverable costs incurred to meet the Request will be the liability of PURCHASER. c) PURCHASER may cancel any order scheduled for delivery more than ninety (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (4590) days from the date such cancellation notice is given to Manufacturer. Upon cancellation, Purchaser is liable to Manufacturer for' all material and return charges plus handling charges acquired pursuant to Paragraph I for canceled or non-returnable products., Notwithstanding PURCHASER'S liability, MANUFACTURER, will attempt to mitigate any such liability. Any costs incurred to make such mitigation are the liability of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date PURCHASER and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of reviewed and approved by the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject PURCHASER prior to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelytheir incurrance.

Purchase Orders. Polyzen(a) All purchases and sales between AYTU and TRIS will be initiated by AYTU’s performance issuance of the Services written purchase orders sent via e-mail, airmail or facsimile (each a “Firm PO”). Each Firm PO shall be subject to Polyzen’s receipt from Company or its Affiliatesstate Product quantities, requested delivery dates, and Polyzen’s written acceptance shipping instructions. Together with the delivery to TRIS of each Forecast, AYTU shall deliver a Firm PO to TRIS with respect to the next month for which a Firm PO is due in accordance with the following delivery terms: prior to the estimated Launch Date, no Firm PO shall request delivery less than one hundred twenty (except as 120) days after issuance of such Firm PO, provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”)that with respect to Tuzistra XR, for the Products then ordered first [**] bottles and one batch of [**] bottles (eachwithout waiving the required Lead Time), a “Purchase Order”). Company TRIS shall have the right, but not the obligation, use Commercially Reasonable Efforts to deliver Purchase Orders and may deliver as soon as practicable; and after the Launch Date, no Firm PO shall request delivery less than one hundred twenty (120) days after issuance of such Firm PO. In the event AYTU does not deliver timely Firm POs corresponding to the applicable binding portions of a Forecast, TRIS may rely on the applicable binding portion of the Forecast in delivering Product to AYTU, and AYTU shall be required to take delivery of, and pay for such Product as if a Firm PO had been issued. (b) TRIS shall use Commercially Reasonable Efforts to supply the quantities of the Product listed on each applicable Firm PO, provided herein. Each Purchase Order shall cover a period such amounts do not exceed 125% of the quantities of the Product listed in the relevant and most recent Forecast for the applicable three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth month period. TRIS’ failure to supply Product to AYTU in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day quantities in excess of 125% of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month amounts listed in the relevant and most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to applicable three (3) months month period shall not be a breach of TRIS’ supply obligations hereunder. Notwithstanding the foregoing, only the lesser of the amount in (I) a binding portion of a Forecast and (II) a Firm PO (as the same may be modified pursuant to the last sentence of Section 5.3) shall be taken into consideration in determining Service Level. EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED. (c) If TRIS is unable to meet Firm POs as the result of a shortage of production capacity at TRIS’ manufacturing Facility, TRIS shall promptly notify AYTU in writing and TRIS shall allocate its production capacity for liquid products to assure AYTU a priority supply of Products in such proportion (expressed as a function of equipment utilized) as the production equipment capacity actually utilized to meet orders for the Products over the previous twelve (12) month period bears to total production equipment capacity in TRIS’ manufacturing Facility for liquid products over the same period. (d) TRIS shall promptly notify AYTU in writing if, at any time, TRIS has reason to believe that it will not be able to fill an “Order Delay”)order for Product in all material respects in accordance with the delivery schedule specified in the applicable Firm PO and pursuant to the terms and conditions of this Agreement. Written notice For the avoidance of an Order Delay must doubt if TRIS has reason to believe that it will be given able to Polyzen timely deliver at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 5090% of the total purchase price for the subject quantities of Products on the original Delivery Date, as provided specified in the subject Purchase Order; and applicable Firm PO, then no such notification is necessary. (e) All Products ordered by AYTU shall be in amounts consistent with the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delaythen- current minimum batch sizes (or multiples thereof). By way of example, if a Purchase Order for as of the third calendar quarter Effective Date, this equates to approximately [**] bottles or [**] bottles. Notwithstanding the foregoing, TRIS shall use Commercially Reasonable Efforts to accommodate one split batch per year of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 [**] and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectively[**] bottles.

Purchase Orders. Polyzen’s performance of the Services 3.2.1 Horizon Pharma shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a order Supplied Product by submitting written purchase order, each of which will set forth the requested quantity of Product, price per orders to NUVO pursuant to the terms of this AgreementSection 3.2. Horizon Pharma may only order Supplied Products in multiples of the applicable Minimum Batch Quantity. 3.2.2 Horizon Pharma’s binding written purchase orders to NUVO specifying the quantities of each Supplied Product ordered by Horizon Pharma for delivery on or before […***…] and each month during the […***…] (the “Initial Purchase Orders”) are attached as Schedule 4. 3.2.3 Subject to Section 3.2.2, at least […***…] days prior to the first (1st) day of each calendar month during the Term, Horizon Pharma shall submit a binding written purchase order to NUVO, in a form reasonably acceptable to NUVO, specifying the quantities of each Supplied Product to be delivered to Horizon Pharma and the desired delivery dates its Sublicensees during such month (each, a “Delivery Date”), for the Products then ordered (each, a “Subsequent Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for and together with the Initial Purchase Orders, the “Purchase Orders”). Horizon Pharma may only order Supplied Products in multiples of the applicable Minimum Batch Quantity. 3.2.4 NUVO shall make each delivery of Supplied Product in the quantity and during the applicable month specified for it on the applicable Purchase Order, which shall be delivered as ; provided that (a) if NUVO delivers at least […***…] of the quantity of Supplied Product set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter applicable month by the end of 2017 specified a Monthly Order of 100 units of such month, then NUVO shall be deemed to have delivered the Supplied Product in July 2017, Company will have accordance with such Purchase Order. In the option event that the quantity of having the subject 100 units of Supplied Product delivered through October 2017 without incurring any penalty. Furtherby NUVO differs from the quantity requested in the applicable Purchase Order, any subsequent Monthly Orders will be subject Horizon Pharma shall pay NUVO for the quantity of Supplied Products delivered, rather than the quantity ordered, to the same extent that the quantity delivered is not more than […***…] of the quantity required in the Purchase Order. The quantity of each Supplied Product specified in any Purchase Order submitted by Horizon Pharma to NUVO for delivery standards; in the Monthly Orders applicable month shall be the quantity of such Supplied Product forecasted by Horizon Pharma in the Firm Forecast for August 2017 such month. Any Purchase *** Confidential Treatment Requested Order for Supplied Product submitted by Horizon Pharma to NUVO shall reference this Agreement and September 2017 could then shall be similarly delayed as requested governed exclusively by Company the terms contained herein. The Parties hereby agree that the terms and delivered through November 2017 conditions of this Agreement shall supersede any term or condition in any Purchase Order, confirmation or other document furnished by Horizon Pharma or NUVO that is in any way inconsistent with these terms and December 2017 respectivelyconditions.

Purchase Orders. Polyzen’s performance of the Services Purchaser shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a purchase Product by written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates orders (each, a “Delivery DatePurchase Orders”), submitted to VIVUS at least [***] in advance of the desired shipment date specified therein. For each calendar quarter, Purchaser shall be required to submit Purchase Orders for at least [***] of the Products then ordered quantities in the Forecast for such calendar quarter submitted by Purchaser to VIVUS [***] months prior to the start of such calendar quarter (each, a the “Purchase OrderBinding Forecast”). Company shall , and VIVUS will have no obligation to supply Product in excess of [***] ([***]) of the rightquantity specified in such Binding Forecast, but not the obligation, will use Commercially Reasonable Efforts to deliver Purchase Orders as provided hereinsupply such excess Product. Each Purchase Order shall cover specify, at a period minimum, the applicable volume of three (3) months (each dosage strength of Product ordered, and the “Order Period”) and, except for the Initial requested delivery date. Upon receipt of a Purchase Order, which subject to the provisions of Section 2.1, VIVUS shall be delivered as set forth supply the Product in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. such quantities and deliver the Product to Purchaser (ESTor Purchaser’s designee) on such delivery dates. VIVUS is not obligated to accept verbal orders of any kind for the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount supply of Product to be delivered in each month of hereunder. To the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each extent there is any conflict or inconsistency between this Agreement and any Purchase Order, Polyzen this Agreement shall notify Company in writing either govern. If a new Third Party manufacturer has been appointed by VIVUS, then the lead times (i.e. the time between the finalizing of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order and the delivery of the Product) for Purchase Orders set forth above may not be lengthened without the third calendar quarter prior written consent of 2017 specified a Monthly Order of 100 units of Product in July 2017Purchaser, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Furthernot to be unreasonably withheld, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyconditioned, or delayed.

Purchase Orders. Polyzen’s performance Distributor shall issue all purchase orders (“Purchase Order(s)”) to Seller in written form in such a manner as prescribed by Seller. By placing an order, Distributor makes an offer to purchase Goods under the terms and conditions of this Agreement and the following commercial terms listed in the purchase order (“Purchase Order Transaction Terms”), and on no other terms: (a) a clear description of the Services Goods to be purchased; (b) the quantity of each of the Goods ordered; and (c) the desired delivery date, subject to production line schedules of Seller or the manufacturer of the Goods. Except as regards to the Purchase Order Transaction Terms, any variations made to any terms and/or conditions of this Agreement by Distributor in any Purchase Order shall be subject to Polyzen’s receipt from Company void and shall have no effect on the provisions or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms enforcement of this Agreement, and the desired delivery dates (each, a “Delivery Date”), . Seller may charge Distributor its then standard small order handling charge for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each any Purchase Order requiring Seller to ship Goods in less than its standard box-lot quantities. Except as otherwise set forth herein, Distributor shall cover submit to Seller a period non-refundable payment equal to 50% of any Purchase Order that is accepted by Seller within three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its receiving acceptance of such Purchase Order or of its rejection thereof and by Seller. In the reason therefor. Any event a Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of is cancelled by the amount forecasted for such month in Distributor after acceptance by the most recent Forecast (as defined below) for the given period Seller, then any payments made hereunder shall be deemed accepted retained by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless Seller and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on only a the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than fortypro-five (45) days from the date rata portion of the Purchase Order equal to the payment amount shall be delivered; provided that no Purchase Order for White Label Goods shall be cancellable. “White Label Goods” shall mean any products that have been rebranded or repackaged to appear as if it had been made by a third-party other than Seller. In the event such payment is not received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to Seller within three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar business days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an acceptance of Distributor’s Purchase Order, then said Purchase Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelydeemed canceled.

Purchase Orders. Polyzen’s performance of the Services shall be subject (a) Buyer is not obligated to Polyzen’s receipt buy any products from Company or its AffiliatesSeller, and, Seller is not obligated to sell any products to Buyer. If Buyer orders products from Seller, and Polyzen’s Seller delivers products to Buyer, these conditions of sale will apply to all such purchase and sales transactions. (b) Any purchase order covering the sale of products will be governed solely by these conditions of sale and any other mutually agreed upon written provisions. Verbal understandings are expressly excluded. (c) Seller's acceptance (of Buyer's purchase order is made expressly conditional on Buyer's assent to these conditions of sale and the terms contained in any Seller purchase order acknowledgment. Seller's automated order acknowledgments, if any, do not constitute Seller's acceptance. Seller does not waive any term in these conditions of sale if it fails to object to provisions appearing on, incorporated by reference in, or attached to Buyer's purchase order, except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates Seller expressly rejects such provisions. (eachd) Buyer's silence, a “Delivery Date”)acceptance, for the Products then ordered or use of products constitutes its assent to these conditions of sale. (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3e) months (the “Order Period”) and, except for the Initial Purchase OrderAny additional or different terms, which shall may be delivered as set forth contained in Section 2.4.1 belowany documents furnished by Buyer, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Periodare deemed material and Seller hereby objects to and rejects them. Polyzen will consider in good faith accepting any Purchase Order delivered by Company Any such additional or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company different terms are effective only if in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing signed by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant Seller. (f) Buyer's purchase orders must include and may only serve to an accepted Purchase Order on specify (i) Seller's part number or applicable specifications referenced in Seller's quotation; (ii) requested delivery dates; (iii) price; (iv) quantity; (v) location to which the desired Delivery Dates specified in order is to be shipped; (vi) location to which invoices should be sent for payment; (vii) Buyer's purchase order number and Seller's quotation number, if applicable; (viii) Buyer's carrier and mode of transportation plus any special routing, packing, labeling, handling or insurance requested by Buyer, if applicable; and (ix) the subject Purchase Orderend-use and end-user, provided that such date is no less than forty-five (45) days from the date if known, of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay Part ordered and whether the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay Part will be invoiced as follows: 50% used for military or quasi-military purposes. (g) Buyer acknowledges that Seller makes no representation about the components, composition or sufficiency of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject products to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelymeet Buyer's needs.

Purchase Orders. Polyzen’s performance 6.1 The detailed terms and conditions of individual sales and purchases of the Services shall be subject Products for and during each Calendar Year pursuant to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, including, without limitations, price, quantity, grade and shipping schedule, shall be mutually agreed upon and confirmed by the desired delivery dates parties in an annual purchase order (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”), which shall be issued by RMI and countersigned and returned by SCOA. Company The parties agree that any provision or content in the Purchase Order shall have not be modified in whole or in any part without prior written consent of all parties hereto. The Purchase Order for each Calendar Year shall be executed annually on or prior to the rightlast day of October of the previous Calendar Year. Unless otherwise expressly specified herein or agreed by the parties hereto in writing, but the Purchase Order shall be irrevocable and shall not be amended, revised, cancelled, terminated by one or any party hereto. 6.2 The quantity (including any optional quantity, if any) to be delivered and purchased on monthly basis as agreed by the obligationparties pursuant to Article 4.2 above, approximate date of each delivery, Purchase Price (defined below) (including the Premium (defined below), if any), shipping schedule, grade and the Specification, of the Products shall be discussed and mutually agreed among the parties for the next Calendar Year in accordance with the terms and conditions hereof. All of such items as aforesaid fixed and agreed by the parties hereto will be clearly stipulated in the Purchase Order by RMI. RMI agrees that SCOA may reject the Purchase Order within five (5) working days after its receipt of the Purchase Order if there is any conflict or difference between the above mentioned items agreed by the parties and the items described in the Purchase Order and, in such case, RMI shall reissue the revised Purchase Order to deliver Purchase Orders as provided herein. SCOA immediately after such SCOA’s rejection unless otherwise such SCOA’s rejection is unreasonable. 6.3 Each Purchase Order shall cover a period of three (3) months (be deemed to incorporate the “Order Period”) and, except for the Initial terms and conditions set forth in this Agreement. If there is any conflict or difference in interpretation between this Agreement and any Purchase Order, which the terms and conditions of this Agreement shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day supersede those of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each said Purchase Order, Polyzen shall notify Company in writing either of its acceptance of unless such Purchase Order conflict or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order different term or condition is typed or handwritten conspicuously on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date face of the Purchase Order is received and signed by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance duly authorized representative of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyall parties.

Purchase Orders. Polyzen’s performance of the Services shall be subject A. From time to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except time as provided belowin this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of a written purchase orderBatches to be Processed, each the Batch size (to the extent the Specifications permit Batches of which will set forth the requested quantity of Product, price per the terms of this Agreement, different sizes) and the desired specified delivery dates date for each Batch (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”)) in accordance with Attachment C and in the form attached hereto as Exhibit II. Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period for quantities of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which Product shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen Client at least fifteen (15) calendar days [*] in advance of the subject Delivery Date delivery date requested in the Purchase Order, unless otherwise agreed by Catalent. B. Promptly (and must within [*]) following receipt of a Purchase Order, Catalent shall issue a written acknowledgement (“Acknowledgement”) that it accepts or rejects such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery date consistent with Catalent’s obligations hereunder, and shall include new Delivery Dates the Processing Date. Catalent shall accept any Purchase Order (i) for [*], as long as it is [*] of the delayed deliveryFirm Commitment for such period, and (ii) for Contract Year 3 and each Contract Year thereafter, as long as it is [*] of the Firm Commitment for such Period, in each case rounded up to the nearest whole number of Batches (the “Catalent Commitment”). Products Catalent may reject any Purchase Order in excess of the Catalent Commitment (subject to Section 4.3(C)), or otherwise not given in accordance with this Agreement. Catalent shall be required to accept an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a otherwise conforming Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of and shall Process and deliver Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 conformity with Purchase Order and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Agreement.

Purchase Orders. Polyzen’s performance (a) FCPA shall purchase the Products pursuant to written Orders that will be submitted by FCPA by the twentieth (20th) day of each month. (b) The Terms of this Agreement prevail over any pre-printed conditions appearing on any form. The printed conditions appearing on any pre-printed form or purchase Order shall not be applied if they are incompatible with the Services provisions of this Agreement. Each written Order placed by FCPA pursuant to this Agreement shall be state that it is subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery Date”), for shall identify the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order Ordered and shall include the requested amount of Product to be delivered in each month following information: (i) Description of the subsequent Products Ordered using FCPA's assigned Product number and KOFAX's assigned part number; (ii) Quantities and requested Delivery schedule; (iii) Shipping instructions including assigned carrier and destination address; (c) If an Order Period (eachis sent by facsimile, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase the Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted followed by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted original sent by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen mail. (d) KOFAX shall deliver all Products to FCPA pursuant to an a written Order accepted Purchase Order on and acknowledged by KOFAX in accordance with the desired requested Delivery Dates specified in the subject Purchase Order, provided that such date schedule. Lead time required for Delivery is no less than forty-five sixty (4560) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the KOFAX's acceptance of any Monthly each Order in an Order Period for up to normal Orders. FCPA shall have three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar business days in advance which to notify KOFAX that the acknowledged Delivery dates not meet FCPA's requirements and KOFAX shall use commercially reasonable efforts to reschedule the Order for an earlier date as mutually agreed between the parties. FCPA may cancel, without penalty any Order delayed in excess of sixty (60) days beyond the subject acknowledged Delivery Date and must include new Delivery Dates date. (e) Any Order given by FCPA will be deemed accepted by KOFAX unless it is rejected by KOFAX within two (2) working days after KOFAX receives it. KOFAX shall be obligated to accept Orders that conform to, but do not exceed by twenty-five percent (25%) any forecast provided by FCPA. Upon such acceptance, each Order shall constitute an individual contract for the delayed deliverytransaction of Products Ordered. KOFAX shall provide a written acknowledgement for each Order showing acknowledged Delivery dates, quantities and pricing. (f) In the case of Orders that do exceed by twenty-five percent (25%) any forecast provided by FCPA, the agreement of KOFAX is required before such Order shall be deemed to be accepted. (g) Unless mutually agreed, Orders for Products subject shall not exceed the rolling forecast by more than twenty-five percent (25%). (h) If KOFAX expects to an Order Delay ship Products late, Products shall be shipped via next day airfreight. The difference between airfreight and normal freight charges will be invoiced as follows: 50% of paid for by KOFAX, if Products arrive at KOFAX on or before the total purchase price for the subject Products on the original Delivery DateOrder due date. However, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of if the Products subject to arrive at KOFAX after the Order Delay. By way of exampledue date, if a Purchase Order the expense for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will air freight shall be subject to the same delivery standards; the Monthly Orders paid for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyKOFAX.

Purchase Orders. Polyzen’s performance of the Services shall be subject A. From time to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except time as provided belowin this Section 4.3(A), Client shall submit to Catalent a binding, non-cancelable purchase order for Product specifying the number of a written purchase orderBatches to be Processed, each the Batch size (to the extent the Specifications permit Batches of which will set forth different sizes) and the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates date for each Batch (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company Concurrently with the submission of each Rolling Forecast, Client shall have submit a Purchase Order for the right, but not the obligation, to deliver Firm Commitment. Purchase Orders as provided herein. Each Purchase Order shall cover a period for quantities of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which Product […***…] shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen Client at least fifteen (15) calendar […***…] days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided delivery date requested in the subject Purchase Order; . B. Promptly and in no event more than five (5) calendar days following receipt of a Purchase Order, Catalent shall issue to Client a written acknowledgement (“Acknowledgement”) of its receipt of such Purchase Order. Each Acknowledgement shall indicate whether Catalent accepts or rejects the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delayapplicable Purchase Order. By way of example, if Catalent may reject a Purchase Order only if such Purchase Order has not been delivered in accordance with the terms and conditions of this Agreement and Catalent has contacted Client regarding the issue prior to rejection of such Purchase Order. Including Section 4.3.A. above, and in such event, the Acknowledgement for such Purchase Order shall set forth the third calendar quarter basis for Catalent’s rejection. In the event a Purchase Order is accepted, the Acknowledgment shall either confirm the delivery date set forth in the Purchase Order or set forth a reasonable alternative delivery date, and shall include the Processing Date. Catalent shall modify the delivery date as mutually agreed by the parties of 2017 specified a Monthly any Purchase Order in excess of 100 units the Firm Commitment or otherwise not given in accordance with this Agreement. C. Notwithstanding Section 4.3(B), Catalent shall use commercially reasonable efforts to supply Client with quantities of Product which are up to […***…] in July 2017excess of the quantities specified in the Firm Commitment, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to Catalent’s other supply commitments and manufacturing, packaging and equipment capacity. During […***…] […***…], the same delivery standards; parties agree that they will work together in good faith to manage Product demand. D. In the Monthly Orders for August 2017 event of a conflict between the terms of any Purchase Order or Acknowledgement and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Agreement, the terms of this Agreement shall control.

Purchase Orders. Polyzen’s performance 6.1 Depomed shall deliver to BLS, concurrently with the delivery of the Services shall be subject Launch Forecast delivered pursuant to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (eachSection 5.2, a “Delivery Date”), firm Purchase Order for the Products then ordered quantities of 1000mg Product (eachincluding samples) required by Depomed for the first [***] of the Launch Forecast, a “specifying in such Purchase Order”). Company shall have Order the right, but not required Delivery Date within each such month for the obligation, to deliver Purchase Orders as provided hereinquantities so ordered. Each Purchase Order shall cover be in whole multiples of THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. the Batch Size. The Delivery Date specified in any such Purchase Order shall not be less than ninety (90) days after the date of delivery of the Launch Forecast. The Purchase Order may be delivered electronically or by other means to such location, as BLS shall designate. 6.2 Depomed shall deliver to BLS, with each Supply Forecast delivered pursuant to Section 5.3, a period of three (3) months (the “firm Purchase Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered quantities of 1000mg Product required by no later than 5:00 p.m. Depomed for the third (EST) on the last business day of the second (2nd3rd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other pointsuch Supply Forecast. Each Purchase Order shall include the requested amount of Product to be delivered in each month whole multiples of the subsequent Order Period Batch Size, and shall specify the required Delivery Date within such month for the quantities so ordered. The Delivery Date specified shall not be less than ninety (each, a “Monthly Order”). Within five (590) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance the date of such Purchase Order or of its rejection thereof and the reason thereforOrder. Any The Purchase Order that reflects Monthly may be delivered electronically or by other means to such location, as BLS shall designate. 6.3 Notwithstanding any Purchase Orders that are within twenty percent (20%) delivered by Depomed to BLS pursuant to the provisions of section 6.1, BLS shall have no obligation to supply to Depomed quantities of the amount forecasted for such month 1000mg Product in excess of the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates quantities specified in the subject Purchase OrderSection 4.2. 6.4 In ordering or delivering 1000mg Product, each of Depomed and BLS may use its respective standard forms, provided that such date is no less than forty-five (45) days from nothing in those forms shall be construed to modify or amend the date terms and conditions of this Agreement. In the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance event of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice conflict between the terms and conditions of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; any such form and the remaining 50% terms and conditions of this Agreement, the purchase price at time terms and conditions of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Agreement shall control.

Purchase Orders. Polyzen’s performance (a) The terms and conditions contained in this Agreement shall prevail over any terms and conditions of any Purchase Order, acknowledgment form or other form instrument exchanged by the Services 9 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. parties. OptiNose shall submit purchase orders specifying: (a) the number of units of DSAs to be subject to Polyzen’s receipt from Company or its Affiliatesmanufactured, (b) the price (determined in accordance with Exhibit A hereto) and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth c) the requested quantity of Product, price per the terms of this Agreement, and the desired expected delivery dates date (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase OrderOrders”). Company shall have the rightUnless otherwise agreed, but not the obligation, to deliver Purchase Orders as provided herein. Each a Purchase Order shall cover not request a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later shipment date sooner than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) [***] days from the date of the Purchase Order is received unless agreed to separately by Polyzenboth parties. Company, at its option, may upon prior written notice to Polyzen, delay the VTM shall confirm acceptance of Purchase Orders and projected dates of shipment within [***] days of receiving a Purchase Order. Failure of VTM to confirm any Monthly Purchase Order in an Order Period for up within the [***] day period shall be deemed to three be acceptance of such Purchase Order, price and delivery. (3b) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen For any Binding Period, OptiNose shall submit Purchase Orders that aggregately meet at least fifteen (15) calendar days in advance [***] of the subject Delivery Date Forecast for such Binding Period, and must include new Delivery Dates VTM shall fulfill such Purchase Orders. If the Purchase Orders for a month in the delayed deliveryBinding Period in aggregate exceed the Forecast for such month by an amount between [***], VTM shall supply such excess under this Agreement, provided, however, that, in any consecutive [***] in a Binding Period, VTM shall not be required to supply DSAs in aggregate in excess of [***]. Products subject If such Purchase Orders in aggregate exceed the Forecast for such month in the Binding Period by more than [***], VTM shall use [***] to an Order Delay will fill such orders, but shall not be invoiced as follows: 50% in breach of this Agreement if VTM does not accept such portion of the total purchase price for the subject Products on the original Delivery Dateorder in excess of such [***], as provided in the subject Purchase Order; and the remaining 50% applicable. VTM shall promptly advise OptiNose to what extent VTM can fulfill such excess amount above [***], as applicable, which amount shall be considered part of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a accepted Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyhereunder.

Purchase Orders. Polyzen6.1 The parties contemplate that Company will place Orders from time to time. This Agreement shall supplement the terms and conditions in the Orders, excluding the pre-printed terms and conditions found on the reverse side of Company’s performance of the Services Orders, which shall be subject to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will deemed deleted. Each Order may set forth the requested quantity terms and conditions reflecting business requirements unique to a particular ordering location. Should there be a conflict between the terms of Productthis Agreement and the terms of an Order, price per the terms of this Agreement shall prevail. 6.2 During the Term of this Agreement, Supplier agrees to accept all Orders and Order Changes that conform to: 1) the parties’ agreements on Product Forecast, Flexible Delivery Arrangements and lead-times, and 2) the terms and conditions of this Agreement. If Company’s Order or Order Change does not conform to the parties’ agreements on Product Forecast, Flexible Delivery Arrangements and lead-times, Supplier shall acknowledge such Order or Order Change with a delivery date based on reasonable commercial efforts within five (5) business days. If Supplier rejects any Order or Order Change for nonconformance to the terms and conditions of this Agreement, Supplier shall do so in a written notice to Company within five (5) business days from the actual date of receipt of the Order or Order *** Portions of this page have been omitted pursuant to a Request for Confidential Treatment filed separately with the Securities and Exchange Commission. Change issuance, stating the reason for the rejection; otherwise, such Order or Order Change shall be deemed to have been accepted by Supplier, as of the fifth (5th) business day after Supplier receives such Order or Order Change. 6.3 Notwithstanding any other provision of this Agreement, an Order placed by an international ordering Company on Supplier or Supplier’s affiliates may incorporate terms and conditions necessary to meet local country legal or business requirements so long as such local country terms and conditions are agreed to by the parties in writing. In the event of a conflict between any local country ordering terms and conditions and the terms of this Agreement, the local country terms and conditions will prevail. 6.4 Company may at any time during the desired delivery dates progress of Supplier’s manufacture of a Product, performance of a Service, and/or supply of a Commercially Purchased Item request additions, deductions or deviations (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, all hereinafter referred to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order PeriodChanges”) andfrom the Product, except for Commercially Purchased Item and/or Service ordered. All Order Changes must be agreed to by the Initial Purchase Orderparties in writing and include any agreed upon price or schedule changes (also reduced to writing), which shall be delivered determined in parallel to any execution of an agreed upon Order Change. 6.5 Company may at any time terminate an Order without cause for any Product or Commercially Purchased Item, in whole or in part, upon written notice to Supplier. Upon notice of Order termination, Supplier agrees to stop all work being performed on the terminated Order consistent with the quantities on the Order being terminated. Unless otherwise specified in this Agreement, Company’s sole liability to Supplier with respect to such terminated Order shall be as set forth in Section 2.4.1 belowArticle 10 EXCESS FINISHED GOODS AND WORK IN PROCESS INVENTORY and Article 11 EXCESS UNIQUE RAW MATERIAL INVENTORY. Company agrees to work with Supplier to determine the most logical stopping point for Product in WIP. 6.6 Company may at any time terminate an Order for Services without cause, in whole or in part, upon written notice to Supplier. In such case, Company’s liability shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product limited to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) payment of the amount forecasted for such month in the most recent Forecast (as defined below) due for the given period Services including any materials purchased or which have been ordered by Supplier and are non-cancelable or non-returnable up to and including the date of termination (which amount shall be deemed accepted substantiated with reasonable proof to Company) and no further Services pursuant to such terminated Order will be rendered by PolyzenSupplier. Except as provided in the previous sentence, no Purchase Order submitted Such payment by Company shall be deemed to be accepted by Polyzen unless constitute a full and until confirmed complete release and discharge of Company’s obligations. In no event shall Company’s liability exceed the price identified in the applicable Order for the Services being terminated. 6.7 Unless otherwise specified in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice termination of an Order Delay must be given for Services, Supplier shall promptly return all appropriate Company Information, all completed work, or partially completed work, along with all related supporting documentation, notes, source code and other deliverables related to Polyzen at least fifteen (15) calendar days in advance the terminated Order to Company. Company shall reimburse Supplier for reasonable costs to return such items with Company prior approval of such costs. Notwithstanding anything to the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided contrary in the subject Purchase Order; foregoing, the termination of any Order for Services will not impact either party’s continuing obligations under this Agreement which shall remain in full force and the remaining 50% of the purchase price at time of shipment of the Products subject effect until otherwise terminated pursuant to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product applicable termination rights contained in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelythis Agreement.

Purchase Orders. PolyzenTogether with each Detailed Forecast provided under Section 3.2(b) above, Sage shall place a firm purchase order with CyDex in a form mutually agreed upon by the parties, for Sage’s performance order of Commercial Grade Captisol for the first calendar quarter of the Services Detailed Forecast for delivery consistent with the Detailed Forecast. Detailed Forecasts deemed delivered pursuant to the last sentence of Section 3.2(b) shall also be subject deemed to Polyzen’s receipt from Company or its Affiliates, and Polyzen’s written acceptance (except as provided below), of a written be accompanied by corresponding firm purchase orders for the first calendar quarter. Each purchase order, each for all grades of which will Captisol, shall specify: (i) the grade of Captisol ordered (i.e., Commercial Grade Captisol or Clinical Grade Captisol); (ii) quantities; (iii) delivery dates; and (iv) reasonable shipping instructions. CyDex shall comply with Sage’s requested delivery dates if the firm purchase order date is at least 90 days before the stipulated delivery date and is made in accordance with the quantities set forth in the requested quantity latest Detailed Forecast. Any such firm purchase order for Commercial Grade Captisol provided by Sage, to the extent such order is in the form mutually agreed upon by the parties and does not request more or less than the Purchase Volume Limitations, shall be deemed accepted by CyDex upon receipt by CyDex. With respect to any quantities ordered under such purchase order that exceed the Purchase Volume Limitations, CyDex shall not be obligated to accept such orders but nevertheless shall use good faith efforts to fill such orders for such excess quantities from available supplies. If CyDex, despite the use of Productgood faith efforts, price per is unable to supply such quantities that exceed the Purchase Volume Limitations to Sage, such inability to supply shall not be deemed to be a breach of this Agreement by CyDex or a failure by CyDex to supply for any purpose. CyDex shall use reasonable efforts to notify Sage as soon as possible, but no less than within 30 days, after its receipt of Sage’s purchase order of its ability to fill any amounts of such order that are in excess of the Purchase Volume Limitations. If any purchase order or other document submitted by Sage hereunder or any other document passing between the parties contains terms or conditions in addition to or inconsistent with the terms of this Agreement, the terms of this Agreement shall control and prevail and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided parties hereby agree that such date is no less than forty-five (45additional or inconsistent terms shall simply be ignored and deemed not to exist, unless they are handwritten and expressly identified as being additional to or inconsistent with this Section 3.2(d) days from the date and are signed by officers of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject both parties next to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyhandwriting.

Purchase Orders. Polyzen’s performance 5.4.1 A "Purchase Order" is a binding order for such quantities of Commercial Product as is set out in the Services order. The Purchase Order shall include: (i) the quantity of Commercial Product to be delivered and (ii) the date on which the Commercial Product should be delivered and (iii) any other information reasonably requested by Alkermes. For clarity, once a Purchase Order has been accepted (a “Confirmed Order”), Zogenix shall be subject required to Polyzen’s receipt from Company compensate Alkermes pursuant to the terms of this Agreement for any Commercial Product manufactured under such Confirmed Order, even if Zogenix or its Affiliates, and Polyzen’s written acceptance (except as provided below), a Zogenix third party designee is unable to accept delivery of such Commercial Product because of insufficient Commercial Product Procurement Quota or lack of a written purchase ordervalid DEA registration by Zogenix or Zogenix’s third party designee to receive such Commercial Product. 5.4.2 Validation batches that are manufactured for potential use as Commercial Product/Launch Stock shall be forecasted, each of which will set forth the requested quantity of Productordered, price per delivered and paid pursuant to the terms of this Agreement. In conjunction with execution of this Agreement, Zogenix has submitted and Alkermes has accepted and confirmed a binding Purchase Order for validation batches that may be used as Commercial Product/Launch Stock which contains a delivery date that has been mutually agreed by the desired delivery dates Parties. For other Launch Stock (each, a “Delivery Date”if any), for the Products then ordered (each, Zogenix shall submit a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each binding Purchase Order shall cover a period in which the date for delivery of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which Commercial Product specified by Zogenix shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later not less than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its [***] following acceptance of such Purchase Order or by Alkermes, taking into account Available Quota. On the first business day of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period each [***] after First Approval, Zogenix shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed submit to be accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if Alkermes a Purchase Order for the third calendar quarter quantity of 2017 Commercial Product specified in the first four (4) months of the last Forecast, less any Confirmed Orders or Launch Stock for delivery in that period. Unless otherwise agreed by Alkermes, the date for delivery of the Commercial Product specified by Zogenix shall be not less than four (4) months following acceptance of each Purchase Order by Alkermes. 5.4.3 Upon receipt of a Monthly Purchase Order Alkermes shall either accept or reject (to the extent entitled) the Purchase Order by written notification to Zogenix within [***] after receipt of 100 units the applicable Purchase Order. An accepted Purchase Order shall be a "Confirmed Order," subject to Alkermes’ ability to obtain sufficient Procurement Quota for Compound to Manufacture such Commercial Product. 5.4.4 Alkermes shall be entitled to reject any Purchase Order that does not conform to Clause 5.4.1 or that part of a Purchase Order that: *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (a) Exceeds in the aggregate (together with other Purchases Orders previously submitted) one hundred percent (100%) of the [***] requirement that was forecast by Zogenix for the [***] of delivery in the Forecast submitted [***]; (b) exceeds the Available Quota; (c) exceeds (or in conjunction with Confirmed Orders in the relevant period exceeds) Alkermes's then-current maximum manufacturing capacity, which Alkermes shall have previously shared with Zogenix in a timely manner through the Supply Committee; or (d) requests partial Batches or less than a single Batch or where the total aggregate amount of Commercial Product ordered in July 2017a Purchase Order, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penaltywhen taken as a whole, does not [***]. FurtherIf Alkermes in its absolute discretion chooses to accept a Purchase Order that Alkermes is not required to accept pursuant to this Clause 5.4.4 or that may otherwise be rejected by Alkermes in accordance with this Agreement, that fulfilment shall not affect Alkermes's right to reject any subsequent Monthly Orders will Purchase Order that it may not be subject required to accept pursuant to Clause 5.4.4 or that may otherwise be rejected by Alkermes in accordance with this Agreement. 5.4.5 The terms of this Agreement are hereby incorporated by reference into each Purchase Order submitted by Zogenix. No other terms or conditions, including any contained in a Purchase Order, shall apply to the same delivery standards; sale and purchase of Commercial Product as between the Monthly Orders for August 2017 and September 2017 could then be similarly delayed Parties except pursuant to a modification duly executed as requested by Company and delivered through November 2017 and December 2017 respectivelyprovided in this Agreement.

Purchase Orders. Polyzen’s performance 3.1 Bluejay shall issue a Purchase Order in accordance with the timing provided for in clause 4.2. The Purchase Order must contain, at a minimum: (a) the quantity of Toray Chip Intermediates being ordered; (b) the Price; (c) the total cost of the Services Toray Chip Intermediates (being quantity multiplied by Price) exclusive of any taxes and disbursements; (d) a Purchase Order number; (e) the Purchase Order Date; (f) the Delivery Date (which must not be earlier than four (4) weeks after the Purchase Order Date) for each specific quantity of Toray Chip Intermediates; and (g) the Delivery Location. 3.2 A Purchase Order given in accordance with clause 3.1 shall be subject to Polyzenbecome binding if: Toray notifies Bluejay of its acceptance in writing; or on the passing of fourteen (14) days after Xxxxx’s receipt from Company of the Purchase Order and Toray has not expressly rejected the Purchase Order by written notice to Bluejay. Xxxxx may amend the shipment date with Xxxxxxx’s prior written consent. Xxxxx shall not unreasonably reject or its Affiliateswithhold the acceptance of a Purchase Order. No Purchase Order may be changed or cancelled, except that Bluejay may increase the quantity of Toray Chip Intermediates in the Purchase Order with Xxxxx’s written approval. If any term of a Purchase Order conflicts with a provision of this Agreement, the provision of this Agreement shall prevail. 3.3 A Purchase Order accepted in accordance with the preceding clause is the only authorization and obligation for Toray to manufacture Toray Chip Intermediates for Bluejay, and Polyzen’s written acceptance (Toray will not be required to manufacture Toray Chip Intermediates, and Xxxxxxx will not be required to pay Toray for manufacturing and selling Toray Chip Intermediates, otherwise than in accordance with such an accepted Purchase Order. 3.4 No change to any Purchase Order or cancellation thereof may be made, except as provided below), of a written purchase order, each of which will set forth that the requested increase in the ordered quantity of ProductToray Chip Intermediates may be approved by Toray in writing. 3.5 Toray shall reference the Purchase Order number on all packing slips (including bills of lading) and invoices (including commercial invoices) relating to Toray Chip Intermediates ordered under the Purchase Order. Any term of any such packing slip, price per bill of lading, invoice, or other such document that differs from or is contrary to the terms of this AgreementAgreement is void, and the desired delivery dates (each, a “Delivery Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months (the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section 2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent (20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be accepted by Polyzen unless and until confirmed agreed otherwise in writing by an authorized representative of Polyzen. Polyzen shall deliver all Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided that such date is no less than forty-five (45) days from the date representatives of the Purchase Order is received by Polyzen. Company, at its option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three (3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15) calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered through November 2017 and December 2017 respectivelyParties.