Common use of Quantity Increases and Shipment Schedule Changes Clause in Contracts

Quantity Increases and Shipment Schedule Changes. For any ------------------------------------------------ accepted Purchase Order, TheraSense may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their delivery date as provided in the table below: Maximum Allowable Variance From Purchase Order Quantities/Delivery Dates ------------------------------------------------------------------------ # of days before Allowable Maximum Maximum Delivery Date Quantity Reschedule Reschedule on Purchase Increases Quantity Period ----------------- ---------------- ------------- Order *** *** *** ------------------ *** *** Confidential treatment requested Any purchase order quantities increased or rescheduled pursuant to this Section may not be subsequently increased or rescheduled without the prior written approval of Flextronics. Quantity increases of a greater percentage may be provided if agreed to by both parties. All other changes in quantity or shipment date require Flextronics' prior written consent. Inventory excess to original schedule shall be subject to an inventory carrying charge of *** for the price of finished Product. Although Flextronics will use reasonable commercial efforts to satisfy TheraSense's requested quantity increases, Flextronics' ability to do so is subject to material availability. Should TheraSense require increases beyond the above, a TheraSense owned buffer stock of Long Lead-Time Components may be required. The components and quantities of all such inventory will be agreed to separately in writing by both Flextronics and TheraSense If there are extra costs required to meet a schedule increase in excess of the above limits, Flextronics will seek approval from TheraSense in advance of incurring such costs. If the forecast for any period is significantly less than the previous forecast supplied over the same period, so that Flextronics has inventory for TheraSense with no requirements, that amount will be considered canceled and TheraSense will be responsible for any Special Inventory purchased or ordered by Flextronics to support the forecast.

Quantity Increases and Shipment Schedule Changes. For any ------------------------------------------------ accepted Purchase Order, TheraSense Buyer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their delivery shipment date as provided in the table below: Maximum Allowable Variance From Purchase Order Quantities/Delivery Shipment Dates ------------------------------------------------------------------------ # of days before Allowable Maximum Maximum Delivery Shipment Date Quantity Reschedule Reschedule on Purchase Order Increases Quantity Period ----------------- ---------------- ------------- Order ------------------- --------- ---------- ---------- 0-30 ***** *** *** ------------------ *** ***** Confidential treatment requested days 61-90 ***** ***** ***** days 91-120 ***** ***** ***** days 121 ***** ***** ***** days Any purchase order Order quantities increased or rescheduled pursuant to this Section may not be subsequently increased or rescheduled without the prior written approval of Flextronics. Quantity increases of a greater percentage may be provided if agreed to by both partiesSeller. All other changes in quantity or shipment date require Flextronics' Seller's prior written consent. Inventory excess to original schedule consent and shall be subject to an inventory carrying charge of ***** per month for the price of finished Product, and Inventory and Approved Special Inventory procured to support the original schedule. Although Flextronics Allowable quantity increases are subject to material availability. Seller will use reasonable commercial efforts to satisfy TheraSense's requested meet quantity increases, Flextronics' ability to do so is subject to material availability. Should TheraSense require increases beyond the above, a TheraSense owned buffer stock of Long Lead-Time Components may be required. The components and quantities of all such inventory will be agreed to separately in writing by both Flextronics and TheraSense If there are extra costs required to meet a schedule increase in excess of the above limits, Flextronics Seller will seek approval from TheraSense inform Buyer in advance of incurring such extra costs in order to provide Buyer an opportunity to approve such extra costs (and Buyer shall have no obligation with respect to any such extra costs not approved by Buyer in writing) or to revise the schedule to avoid such extra costs. If Buyer and Seller agree to mutually review and revise the forecast terms of this Section for any period is significantly less than the previous forecast supplied over the same period, so that Flextronics has inventory for TheraSense with no requirements, that amount will be considered canceled and TheraSense will be responsible for any Special Inventory purchased or ordered by Flextronics to support the forecastSilicon Tuners.

Quantity Increases and Shipment Schedule Changes. For any ------------------------------------------------ accepted Purchase Order, TheraSense Buyer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their delivery shipment date as provided in the table below: Maximum Allowable Variance From Purchase Order Quantities/Delivery Shipment Dates ------------------------------------------------------------------------ # of days before Allowable Maximum Maximum Delivery Shipment Date Quantity Reschedule Reschedule on Purchase Order Increases Quantity Period ----------------- ---------------- ------------- Order ------------------- ---------- ----------- ---------- 0-30 ***** *** *** ------------------ *** ***** Confidential 31-60 ***** ***** ***** days ***** Portions redacted pursuant to a request for confidential treatment requested filed with the Securities and Exchange Commission. 61-90 ***** ***** ***** days 91-120 ***** ***** ***** days 121 ***** ***** ***** days Any purchase order Order quantities increased or rescheduled pursuant to this Section may not be subsequently increased or rescheduled without the prior written approval of Flextronics. Quantity increases of a greater percentage may be provided if agreed to by both partiesSeller. All other changes in quantity or shipment date require Flextronics' Seller's prior written consent. Inventory excess to original schedule consent and shall be subject to an inventory carrying charge of ***** per month for the price of finished Product, and Inventory and Approved Special Inventory procured to support the original schedule. Although Flextronics Allowable quantity increases are subject to material availability. Seller will use reasonable commercial efforts to satisfy TheraSense's requested meet quantity increases, Flextronics' ability to do so is subject to material availability. Should TheraSense require increases beyond the above, a TheraSense owned buffer stock of Long Lead-Time Components may be required. The components and quantities of all such inventory will be agreed to separately in writing by both Flextronics and TheraSense If there are extra costs required to meet a schedule increase in excess of the above limits, Flextronics Seller will seek approval from TheraSense inform Buyer in advance of incurring such extra costs in order to provide Buyer an opportunity to approve such extra costs (and Buyer shall have no obligation with respect to any such extra costs not approved by Buyer in writing) or to revise the schedule to avoid such extra costs. If Buyer and Seller agree to mutually review and revise the forecast terms of this Section for any period is significantly less than the previous forecast supplied over the same period, so that Flextronics has inventory for TheraSense with no requirements, that amount will be considered canceled and TheraSense will be responsible for any Special Inventory purchased or ordered by Flextronics to support the forecastSilicon Tuners.

Quantity Increases and Shipment Schedule Changes. (a) For any ------------------------------------------------ accepted Purchase Orderpurchase order or provided forecasts, TheraSense Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their delivery shipment date as provided below, in accordance with the following: (i) For BTO Products: A. Purchase orders may not be rescheduled except by mutual agreement, which Flextronics may grant or withhold in its sole discretion. B. The forecast may be increased or decreased as required by Customer. Decreases in forecast shall be treated as cancellations, for which Customer shall be responsible for costs and liabilities set forth in Section 5.3 below. For increases in forecast, Section 5. 2(b) shall apply. (ii) For all other Products, Customer may adjust the quantity of Products ordered or forecast in accordance with the following table below: Maximum Allowable Variance From Purchase Order Quantities/Delivery Dates ------------------------------------------------------------------------ # of days before Allowable Maximum Maximum Delivery Date Quantity Reschedule Reschedule on Purchase Increases Quantity Period ----------------- ---------------- ------------- Order *** *** *** ------------------ *** *** Confidential treatment requested (the “Flexibility Table”): Any decrease in quantity is considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table. Any purchase order quantities increased or rescheduled pursuant to this Section 5.2(a) may not be subsequently increased or rescheduled without the prior written approval of Flextronicsrescheduled. Quantity increases of a greater percentage may be provided if agreed For any changes (including but not limited to by both parties. All other changes in quantity or shipment date require Flextronics' prior written consent. Inventory excess to original schedule cancellation and reschedules), Customer shall be subject to an inventory carrying charge of *** responsible for Inventory liability is set forth in 5.3(a) and the price of finished Product. Although costs set forth in section 5.3(b). (b) Flextronics will shall use reasonable commercial efforts to satisfy TheraSense's requested meet any quantity increases, Flextronics' ability to do so is which are subject to material Materials and capacity availability. Should TheraSense All reschedules or quantity increases outside of the Flexibility Table require increases beyond Flextronics’s approval, which, in its sole discretion, may or may not be granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the aboveFlexibility Table, a TheraSense owned buffer stock of Long Lead-Time Components may be required. The components and quantities of all such inventory will be agreed to separately in writing by both Flextronics and TheraSense If if there are extra costs required to meet such reschedule or increase, then Customer shall be liable for such extra costs. (c) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes to the Specifications or failure to provide sufficient quantities or a schedule increase reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, shall be considered a reschedule of any affected purchase orders for purposes of this Section 5.2 for the period of such delay. (d) Products that have been ordered by Customer and that have not been picked up in excess of accordance with the above limits, Flextronics will seek approval from TheraSense agreed upon shipment dates shall be considered cancelled and Customer shall be responsible for such Products in advance of incurring such costs. the same manner as set forth Section 5.3. (e) If the forecast for any period is significantly less than the previous forecast supplied over the same period, so that Flextronics has inventory for TheraSense with no requirements, that amount will shall be considered canceled and TheraSense will Customer shall be responsible for any Special Inventory purchased or ordered by Flextronics to support the forecast.

Quantity Increases and Shipment Schedule Changes. For any ------------------------------------------------ accepted Purchase Orderpurchase order, TheraSense Customer may without incurring any additional costs (i) increase the quantity of Products or (ii) reschedule the quantity of Products and and/or their delivery date shipment date, both as provided in the table below: Maximum Allowable Variance From Purchase Order Quantities/Delivery Dates ------------------------------------------------------------------------ . With respect to any increase in the quantity of Products, (1) Flextronics will be obligated to fulfill such increase as provided in the table below and (2) to the extent that such increase exceeds the allowable quantity increase provided in the table below, Flextronics will use reasonable commercial efforts to fulfill such excess increase. # of days before Allowable Maximum Maximum Delivery Shipment Date Quantity Reschedule Reschedule on Purchase Order Allowable Quantity Increases Maximum Reschedule Quantity Maximum Reschedule Period ----------------- ---------------- ------------- Order *** *** *** ------------------ *** *** Confidential treatment requested 0-14 0% 0% 0 15-30 10% 10% 30 days 31-60 20% 30% 30 days 61-90 40% 60% 30 days 91-120 50% 80% 60 days Any purchase order quantities increased or rescheduled pursuant to this Section subsection (a) may not be subsequently increased or rescheduled without the prior written approval of Flextronicsrescheduled. Quantity Allowable quantity increases of a greater percentage may be provided if agreed are subject to by both partiesMaterials’ availability. All other Flextronics will use reasonable commercial efforts to meet quantity increases. Except as set forth herein above, all changes in quantity or shipment date require Flextronics' ’s prior written consentapproval which will not be unreasonably withheld. Inventory excess If Customer wishes to original schedule shall be subject reschedule in a manner not consistent with this Agreement (including rescheduling beyond the limitations as per the table above, whether or not consented by Flextronics) , then Customer will issue an advance payment in the amount equal to an inventory carrying charge of *** the consideration under this Agreement due for the price of finished ProductExcess Inventory (as defined below). Although However, any amount paid to Flextronics will use reasonable commercial efforts to satisfy TheraSense's requested quantity increases, Flextronics' ability to do so is subject to material availability. Should TheraSense require increases beyond the as an advance payment against Excess Inventory as detailed above, a TheraSense owned buffer stock will be deducted from payment due to Flextronics for any future purchase(s) made by Customer under this Agreement of Long LeadProducts that include the same Inventory and/or Special Inventory, such deduction to be made in the amounts already paid under the pre-Time Components may be requiredpayment for the same items. The components In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than ninety (90) days since the reschedule request, then Customer agrees to immediately purchase such Inventory and/or Special Inventory from Flextronics upon receipt of the notice and quantities to pay Flextronics for such Inventory, and Special Inventory as follows: (a) 105% of the Cost of all Inventory and Special Inventory in Flextronics’s possession which is not returnable without charge (unless the charge was approved by Customer as set forth in section (b) below) to the vendor or usable for other customers whether in raw form or work in process as determined in Flextronics’ sole discretion, and of all Inventory and Special Inventory on order and not cancelable without charge (unless the charge was approved by Customer), (b) any vendor cancellation charges actually incurred or payable with respect to Inventory and/or Special Inventory accepted for cancellation or return to the vendor provided such inventory will be agreed to separately cancellation charges were approved in writing in advance by both Customer. If Flextronics and TheraSense If there are extra costs required agrees to meet accept a schedule reschedule or increase in excess of the above limitsflexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will seek inform Customer of such extra costs and will obtain from Customer its written approval of paying said extra costs. Customer shall not be liable for any additional costs incurred by Flextronics as set above, if such costs were not approved by Customer as set herein. Prior to invoicing Customer for the amounts due pursuant to this Section, Flextronics will use its reasonable commercial efforts to return unused Inventory and Special Inventory and to cancel pending orders for such inventory, and to dispose of it either through integration in other products, or in any other reasonably commercial possible manner, in order to mitigate the amounts payable by Customer. Customer shall pay all amounts due under this Section within thirty (30) days from TheraSense the end of the calendar month on which Flextronics issued an invoice. Flextronics will ship the Inventory and Special Inventory paid for by Customer under this section to Customer or as instructed by Customer in advance writing, but in any event in Israel, promptly upon said payment by Customer. Risk of incurring loss and title to that Inventory and Special Inventory will pass to Customer upon delivery to one of the above destinations. In the event Customer does not pay within above payment terms, and without derogating from Flextronics’s remedies under law, Flextronics will be entitled to dispose of such costsInventory and Special Inventory in a commercially reasonable manner, including with respect to price and to credit Customer for any monies received from third parties in consideration of the sale of aforesaid Inventory and/or Special Inventory. If the forecast for any period is significantly consideration received shall be less than the previous forecast supplied over amounts due to Flextronics, Flextronics shall submit an invoice for the same period, so that Flextronics has inventory for TheraSense with no requirements, that balance amount will be considered canceled due and TheraSense will be responsible for any Special Inventory purchased or ordered by Flextronics Customer agrees to support pay said amount within thirty (30) days from the forecastend of the calendar month on which such invoice was issued.

Quantity Increases and Shipment Schedule Changes. For any ------------------------------------------------ accepted Purchase Orderpurchase order issued in accordance to this Agreement, TheraSense Handspring may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their delivery shipment date as provided in the table below: Maximum Allowable Variance From Purchase Order Quantities/Delivery Shipment Dates ------------------------------------------------------------------------ # of days before Allowable Maximum Maximum Delivery Shipment Date Quantity Reschedule Reschedule on Purchase Order Increases Quantity Period ----------------- ---------------- ------------- Order --------- ---------- ---------- 0-30 [*] [** ] [*] 31-60 [** ] [*] [** ------------------ ] 61-90 [*] [** ] [*] 91 + [** Confidential treatment requested ] [*] [*] Any purchase order quantities increased or rescheduled pursuant to this Section may not be subsequently increased or rescheduled without the prior written approval of Flextronics. Quantity increases of a greater percentage may be provided if agreed to by both partiesSolectron. All other changes in quantity or shipment date require Flextronics' Solectron's prior written consent. Inventory excess to original schedule shall be subject to an inventory carrying charge of *** for the price of finished Product. Although Flextronics Solectron will use reasonable commercial efforts to satisfy TheraSense's requested meet quantity increases, Flextronics' ability to do so is subject to material availability. Should TheraSense require increases beyond the above, a TheraSense owned buffer stock of Long Lead-Time Components may be required. The components and quantities of all such inventory will be agreed to separately in writing by both Flextronics and TheraSense If there are extra costs required to meet a schedule increase in excess of the above limits, Flextronics Solectron will seek inform Handspring for its written approval from TheraSense in advance advance. Handspring will be liable for on-hand Tier 1 material carrying costs in excess of incurring such costs[*] demand created by a Handspring initiated change in the MPS (assuming Tier 1 materials have been purchased and/or canceled to lead time and MPS requirements). If the forecast [*]. Handspring agrees to disposition Tier 1 material in excess of [*] demand. The methodology will be defined in an addendum to this Agreement and will cover freight and cost of acquisition. Handspring will be liable for a one-time carrying cost charge for any period is significantly less than Tier 2 material excess of [*] of demand created by a Handspring initiated change in the previous forecast supplied over the same periodMPS (assuming Tier 2 materials have been purchased and/or canceled to lead time and MPS requirements). [*]. Handspring and Solectron will negotiate a methodology, so that Flextronics has inventory for TheraSense with no requirementsand attach as an addendum to this Agreement, that amount will be considered canceled to cover inbound freight and TheraSense will be responsible for any Special Inventory purchased or ordered by Flextronics to support the forecastcost of acquisition expenses.

Quantity Increases and Shipment Schedule Changes. For any ------------------------------------------------ accepted Purchase Orderpurchase order, TheraSense Customer may without incurring any additional costs (i) increase the quantity of Products or (ii) reschedule the quantity of Products and and/or their delivery date shipment date, both as provided in the table below: Maximum Allowable Variance From Purchase Order Quantities/Delivery Dates ------------------------------------------------------------------------ . With respect to any increase in the quantity of Products, (1) Flextronics will be obligated to fulfill such increase as provided in the table below and (2) to the extent that such increase exceeds the allowable quantity increase provided in the table below, Flextronics will use reasonable commercial efforts to fulfill such excess increase. # of days before Allowable Maximum Maximum Delivery Shipment Date Quantity Reschedule Reschedule on Purchase Order Allowable Quantity Increases Maximum Reschedule Quantity Maximum Reschedule Period ----------------- ---------------- ------------- Order 0-14 *% ** % 0 15-30 *% ** % 30 days 31-60 *% ** ------------------ % 30 days 61-90 *% ** % 30 days 91-120 *% ** Confidential treatment requested % 60 days Any purchase order quantities increased or rescheduled pursuant to this Section subsection (a) may not be subsequently increased or rescheduled without the prior written approval of Flextronicsrescheduled. Quantity Allowable quantity increases of a greater percentage may be provided if agreed are subject to by both partiesMaterials’ availability. All other Flextronics will use reasonable commercial efforts to meet quantity increases. Except as set forth herein above, all changes in quantity or shipment date require Flextronics' ’s prior written consentapproval which will not be unreasonably withheld. Inventory excess If Customer wishes to original schedule shall be subject reschedule in a manner not consistent with this Agreement (including rescheduling beyond the limitations as per the table above, whether or not consented by Flextronics), then Customer will issue an advance payment in the amount equal to an inventory carrying charge of *** the consideration under this Agreement due for the price of finished ProductExcess Inventory (as defined below). Although However, any amount paid to Flextronics will use reasonable commercial efforts to satisfy TheraSense's requested quantity increases, Flextronics' ability to do so is subject to material availability. Should TheraSense require increases beyond the as an advance payment against Excess Inventory as detailed above, a TheraSense owned buffer stock will be deducted from payment due to Flextronics for any future purchase(s) made by Customer under this Agreement of Long LeadProducts that include the same Inventory and/or Special Inventory, such deduction to be made in the amounts already paid under the pre-Time Components may be requiredpayment for the same items. The components In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than ninety (90) days since the reschedule request, then Customer agrees to immediately purchase such Inventory and/or Special Inventory from Flextronics upon receipt of the notice and quantities to pay Flextronics for such Inventory, and Special Inventory as follows: (a) *% of the Cost of all Inventory and Special Inventory in Flextronics’s possession which is not returnable without charge (unless the charge was approved by Customer as set forth in section (b) below) to the vendor or usable for other customers whether in raw form or work in process as determined in Flextronics’ sole discretion, and of all Inventory and Special Inventory on order and not cancelable without charge (unless the charge was approved by Customer), (b) any vendor cancellation charges actually incurred or payable with respect to Inventory and/or Special Inventory accepted for cancellation or return to the vendor provided such inventory will be agreed to separately cancellation charges were approved in writing in advance by both Customer. If Flextronics and TheraSense If there are extra costs required agrees to meet accept a schedule reschedule or increase in excess of the above limitsflexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will seek inform Customer of such extra costs and will obtain from Customer its written approval of paying said extra costs. Customer shall not be liable for any additional costs incurred by Flextronics as set above, if such costs were not approved by Customer as set herein. * Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC. Prior to invoicing Customer for the amounts due pursuant to this Section, Flextronics will use its reasonable commercial efforts to return unused Inventory and Special Inventory and to cancel pending orders for such inventory, and to dispose of it either through integration in other products, or in any other reasonably commercial possible manner, in order to mitigate the amounts payable by Customer. Customer shall pay all amounts due under this Section within thirty (30) days from TheraSense the end of the calendar month on which Flextronics issued an invoice. Flextronics will ship the Inventory and Special Inventory paid for by Customer under this section to Customer or as instructed by Customer in advance writing, but in any event in Israel, promptly upon said payment by Customer. Risk of incurring loss and title to that Inventory and Special Inventory will pass to Customer upon delivery to one of the above destinations. In the event Customer does not pay within above payment terms, and without derogating from Flextronics’s remedies under law, Flextronics will be entitled to dispose of such costsInventory and Special Inventory in a commercially reasonable manner, including with respect to price and to credit Customer for any monies received from third parties in consideration of the sale of aforesaid Inventory and/or Special Inventory. If the forecast for any period is significantly consideration received shall be less than the previous forecast supplied over amounts due to Flextronics, Flextronics shall submit an invoice for the same period, so that Flextronics has inventory for TheraSense with no requirements, that balance amount will be considered canceled due and TheraSense will be responsible for any Special Inventory purchased or ordered by Flextronics Customer agrees to support pay said amount within thirty (30) days from the forecastend of the calendar month on which such invoice was issued.