Common use of Receipt and Acceptance Clause in Contracts

Receipt and Acceptance. Pfizer shall purchase all Bulk Product ordered and specified in a Purchase Order. Purchase Orders may be delivered electronically or by other means to such location as Auxilium shall designate and shall be in a form reasonably acceptable to Auxilium. Auxilium shall provide written confirmation of such Purchase Order to Pfizer within ten (10) business days of receipt of such Purchase Order. Auxilium will accept any Purchase Order for Bulk Product that does not exceed the applicable maximum provided for in the most recent Forecast. If a Purchase Order, whether or not accepted, exceeds such applicable maximum, the Parties shall seek to agree on a reasonable manner of proceeding. Auxilium shall use reasonable efforts to supply any amount of Bulk Product that Pfizer orders pursuant to Section 7.6.3 in excess of the maximum amount deliverable under the ordering and forecasting procedures specified herein, but in any event, such efforts shall not be construed as an obligation hereunder and in no event shall Auxilium be deemed in breach of this Agreement by means of a failure to provide Bulk Product in excess of the Forecasted amount. Nothing in any such Purchase Order or written acceptance shall supersede the terms and conditions of this Agreement or the Quality Agreement, and in the event of a conflict between the terms such Purchase Order (or written acceptance, as applicable) and the terms of this Agreement (or the Quality Agreement, as applicable), the terms of this Agreement (or the Quality ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Agreement, as applicable) shall control. All Purchase Orders, written acceptances of Purchase Orders and other notices contemplated under this Section 7.6 shall be sent to the attention of such persons as each Party may identify to the other in writing from time to time in accordance with Section 16.3. Notwithstanding any term in Section 7.6.3 or this Section 7.6.4 or elsewhere herein, and notwithstanding any Forecasts given by Pfizer, Pfizer shall not be obligated to place any Purchase Orders for Bulk Product prior to receipt of Regulatory Approval thereof, and Pfizer shall have the right to reasonably amend its Forecasts and Purchase Orders in the event of unexpected delays in receipt of any such approval; provided, that Pfizer shall be liable to reimburse Auxilium for Out-of-Pocket Costs incurred by Auxilium as a result of any such changes with respect to the first three (3) quarters of the then current Forecast; provided, that, to the extent practicable, Auxilium will use Commercially Reasonable Efforts to reduce such reimbursement exposure to Pfizer under the terms hereof incident to changes in such Forecasts and Purchase Orders; provided, however, that notwithstanding the foregoing, in all cases, Auxilium shall not be in breach of this Agreement for any failure to reduce such reimbursement exposure and Pfizer shall be responsible for purchasing any and all Bulk Product in accordance with the provisions of this Agreement.

Receipt and Acceptance. Pfizer Sobi shall purchase all Bulk Units of Product ordered and specified in a Purchase Order. Purchase Orders and Finished Product Designations may be delivered electronically or by other means to such location as Auxilium shall designate and shall be in a form reasonably acceptable to Auxilium. Auxilium shall provide written confirmation of such Purchase Order or Finished Product Designation to Pfizer Sobi within ten (10) business days of receipt of such Purchase OrderOrder or Finished Product Designation. Auxilium will accept any Purchase Order for Bulk Units of Product that does not exceed the applicable maximum provided for in the most recent Forecast. If a Purchase Order, whether or not accepted, exceeds such applicable maximum, the Parties shall seek to agree on a reasonable manner of proceeding. Auxilium shall use reasonable efforts to supply any amount of Bulk Units of Product that Pfizer Sobi orders pursuant to Section 7.6.3 in excess of the maximum amount deliverable under the ordering and forecasting procedures specified herein, but in any event, such efforts shall not be construed as an obligation hereunder and in no event shall Auxilium be deemed in breach of this Agreement by means of a failure to provide Bulk Units of Product in excess of the then current Forecasted amount. Nothing in any such Purchase Order Order, Finished Product Designation, or written acceptance shall supersede the terms and conditions of this Agreement or the Quality Agreement, and in the event of a conflict between the terms of such Purchase Order (Order, Finished Product Designation, or written acceptance, as applicable) , and the terms of this Agreement (or the Quality Agreement, as applicable), the terms of this Agreement (or the Quality ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Agreement, as applicable) shall control. All Purchase Orders, Finished Product Designations, written acceptances of Purchase Orders or Finished Product Designations and other notices contemplated under this Section 7.6 shall be sent to the attention of such persons as each Party may identify to the other in writing from time to time in accordance with Section 16.3. Notwithstanding any term in Section 7.6.3 or this Section 7.6.4 or elsewhere herein, and notwithstanding any Forecasts given by PfizerSobi, Pfizer Sobi shall not be obligated to place any Purchase Orders for Bulk Units of Product prior to receipt of Regulatory Approval thereof, and Pfizer Sobi shall have the right to reasonably amend its Forecasts and Purchase Orders in the event of unexpected delays in receipt of any such approval; provided, that Pfizer Sobi shall be liable to reimburse Auxilium for Out-of-Pocket Costs incurred by Auxilium as a result of any such changes with respect to the first three nine (39) quarters calendar months of the then current Forecast; provided, that, to the extent practicable, Auxilium will use Commercially Reasonable Efforts to reduce such reimbursement exposure to Pfizer under the terms hereof incident to changes in such Forecasts and Purchase Orders; provided, however, that notwithstanding the foregoing, in all cases, Auxilium shall not be in breach of this Agreement for any failure to reduce such reimbursement exposure and Pfizer shall be responsible for purchasing any and all Bulk Product in accordance with the provisions of this Agreement.

Receipt and Acceptance. Pfizer Asahi shall purchase all Bulk Product ordered and specified in a Purchase Order. Purchase Orders may be delivered electronically or by other means to such location as Auxilium shall designate and shall be in a form reasonably acceptable to Auxilium. Auxilium shall provide written confirmation of such Purchase Order to Pfizer Asahi within ten (10) business days of receipt of such Purchase OrderOrder (the date of such written confirmation, the “Purchase Order Acceptance Date”). Auxilium will shall accept any Purchase Order for Bulk Product that does not exceed the applicable maximum provided for in the most recent Forecast. If a Purchase Order, whether or not accepted, exceeds such applicable maximum, the Parties shall seek to agree on a reasonable manner of proceeding. Auxilium shall use reasonable efforts to supply any amount of Bulk Product that Pfizer Asahi orders pursuant to Section 7.6.3 in excess of the maximum amount deliverable under the ordering and forecasting procedures specified herein, but in any event, such efforts shall not be construed as an obligation hereunder and in no event shall Auxilium be deemed in breach of this Agreement by means of a failure to provide Bulk Product in excess of the Forecasted amount. Nothing in any such Purchase Order or written acceptance shall supersede the terms and conditions of this Agreement EXECUTION VERSION or the Quality AgreementAgreements, and in the event of a conflict between the terms such Purchase Order (or written acceptance, as applicable) and the terms of this Agreement (or the Quality AgreementAgreements, as applicable), the terms of this Agreement (or the Quality ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AgreementAgreements, as applicable) shall control. All Purchase Orders, written acceptances of Purchase Orders and other notices contemplated under this Section 7.6 shall be sent to the attention of such persons as each Party may identify to the other in writing from time to time in accordance with Section 16.3. Notwithstanding any term in Section 7.6.3 or this Section 7.6.4 or elsewhere herein, and notwithstanding any Forecasts given by PfizerAsahi, Pfizer shall not be obligated to place any Purchase Orders for Bulk Product prior to receipt of Regulatory Approval thereof, and Pfizer Asahi shall have the right to reasonably amend its Forecasts and Purchase Orders in the event of unexpected delays in receipt of any such approval; provided, that Pfizer shall be liable to reimburse Auxilium for Out-of-Pocket Costs incurred by Auxilium as a result of any such changes with respect to the first three (3) quarters of the then current Forecast; provided, that, to the extent practicable, Auxilium will use Commercially Reasonable Efforts to reduce such reimbursement exposure to Pfizer under the terms hereof incident to changes in such Forecasts and Purchase Orders; provided, however, that notwithstanding the foregoing, in all cases, Auxilium shall not be in breach of this Agreement for any failure to reduce such reimbursement exposure and Pfizer shall be responsible for purchasing any and all Bulk Product in accordance with the provisions of this AgreementRegulatory Approvals.

Receipt and Acceptance. Pfizer Subject to the terms and conditions of this Agreement, Amarin shall purchase use Commercially Reasonable Efforts to supply, and Licensee shall purchase, all Finished Product or Bulk Product Product, as applicable, ordered and specified in a Purchase Order. Purchase Orders may be delivered electronically or by other means to such location as Auxilium Amarin shall designate and shall be in a form reasonably acceptable to AuxiliumAmarin. Auxilium Amarin shall provide written confirmation of such Purchase Order to Pfizer Licensee within ten (10) business days [***] of receipt of such Purchase OrderOrder (the date of such written confirmation, the “Purchase Order Acceptance Date”). Auxilium will If Amarin fails to provide the written confirmation of such Purchase Order in a timely manner, such Purchase Order shall be deemed to have been duly accepted by Amarin and become legally binding upon the Parties on the [***] after receipt by Amarin. Amarin shall accept any Purchase Order for Finished Product or Bulk Product Product, as applicable, that does not exceed the applicable maximum provided for in the most recent Forecast. If a Purchase Order, whether or not accepted, exceeds such applicable maximum, the Parties shall seek to agree on a reasonable manner of proceeding. Auxilium Amarin shall use reasonable efforts Commercially Reasonable Efforts to supply any amount of Finished Product or Bulk Product Product, as applicable, that Pfizer Licensee orders pursuant to Section 7.6.3 in excess of the maximum amount deliverable under the ordering and forecasting procedures specified herein, but but, in any event, such efforts shall not be construed as an obligation hereunder and in no event shall Auxilium Amarin be deemed in breach of this Agreement by means of a failure to provide Finished Product or Bulk Product Product, as applicable, in excess of the Forecasted amount. Nothing in any such Purchase Order or written acceptance shall supersede the terms and conditions of this Agreement or the Quality Agreement, and in the event of a conflict between the terms such Purchase Order (or written acceptance, as applicable) and the terms of this Agreement (or the Quality Agreement, as applicable), the terms of this Agreement (or the Quality ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Agreement, as applicable) shall control. All Purchase Orders, written acceptances of Purchase Orders and other notices contemplated under this Section 7.6 shall be sent to the attention of such persons as each Party may identify to the other in writing from time to time in accordance with Section 16.3. Notwithstanding any term in Section 7.6.3 or this Section 7.6.4 or elsewhere hereinIn addition, and notwithstanding any Forecasts given by Pfizer, Pfizer (i) Amarin shall not be obligated liable for any delays related to place changes or other matters applicable to any Purchase Orders for Bulk Product prior to receipt of Regulatory Approval thereofcamera-ready artwork or other materials or information provided by Licensee, and Pfizer shall have (ii) the right to reasonably amend its Forecasts and Purchase Orders in the event of unexpected delays in receipt of any such approval; provided, Parties acknowledge that Pfizer shall be liable to reimburse Auxilium delivery times for Out-of-Pocket Costs incurred by Auxilium as a result of any such changes with respect to the first three (3) quarters of the then current Forecast; provided, that, to the extent practicable, Auxilium will use Commercially Reasonable Efforts to reduce such reimbursement exposure to Pfizer under the terms hereof incident to changes in such Forecasts and Purchase Orders; provided, however, that notwithstanding the foregoing, in all cases, Auxilium shall not be in breach of this Agreement for any failure to reduce such reimbursement exposure and Pfizer shall be responsible for purchasing any and all Bulk Product in accordance with the provisions of this Agreementclinical quantities may vary.

Receipt and Acceptance. Pfizer Subject to the terms and conditions of this Agreement, Amarin shall purchase use Commercially Reasonable Efforts to supply, and Licensee shall purchase, all Bulk Drug Product and professional samples forecasted in the binding period or ordered and specified in a Purchase Order. Purchase Orders may be delivered electronically or by other means to such location as Auxilium Amarin shall designate and shall be in a form reasonably acceptable to AuxiliumAmarin. Auxilium Amarin shall provide written confirmation of such Purchase Order to Pfizer within ten (10) business days Licensee [***] of receipt of such Purchase OrderOrder (the date of such written confirmation, the “Purchase Order Acceptance Date”). Auxilium will Absent formal confirmation of such Purchase Order [***] following delivery of any such Purchase Order to Amarin, such Purchase Order shall be deemed accepted by Amarin. Amarin shall accept any Purchase Order for Bulk Drug Product that does not exceed the applicable maximum provided for in consistent with the most recent Forecast. If a Purchase Order, whether or not accepted, exceeds such applicable maximum, the Parties shall seek to agree on a reasonable manner of proceeding. Auxilium Amarin shall use reasonable efforts Commercially Reasonable Efforts to supply any amount of Bulk Drug Product that Pfizer Licensee orders pursuant to Section 7.6.3 7.3.3 in excess of the maximum amount deliverable under the ordering and forecasting procedures specified herein, but but, in any event, such efforts shall not be construed as an obligation hereunder and in no event shall Auxilium Amarin be deemed in breach of this Agreement by means of a failure to provide Bulk Drug Product in excess of the Forecasted forecasted amount. Nothing in any such Purchase Order or written acceptance shall supersede the terms and conditions of this Agreement or the Quality Agreement, and in the event of a conflict between the terms such Purchase Order (or written acceptance, as applicable) and the terms of this Agreement (or the Quality Agreement, as applicable), the terms of this Agreement (or the Quality ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Agreement, as applicable) shall control. All Purchase Orders, written acceptances of Purchase Orders and other notices contemplated under this Section 7.6 7.3 shall be sent to the attention of such persons as each Party may identify to the other in writing from time to time in accordance with Section 16.3. Notwithstanding any term in Section 7.6.3 or this Section 7.6.4 or elsewhere hereinIn addition, and notwithstanding any Forecasts given by Pfizer, Pfizer (i) Amarin shall not be obligated liable for any delays related to place transportation or customs delays, changes or other matters applicable to any Purchase Orders for Bulk Product prior to receipt of Regulatory Approval thereofcamera-ready artwork or other materials or information provided by Licensee, and Pfizer shall have (ii) the right to reasonably amend its Forecasts and Purchase Orders in the event of unexpected delays in receipt of any such approval; provided, Parties acknowledge that Pfizer shall be liable to reimburse Auxilium delivery times for Out-of-Pocket Costs incurred by Auxilium as a result of any such changes with respect to the first three (3) quarters of the then current Forecast; provided, that, to the extent practicable, Auxilium will use Commercially Reasonable Efforts to reduce such reimbursement exposure to Pfizer under the terms hereof incident to changes in such Forecasts and Purchase Orders; provided, however, that notwithstanding the foregoing, in all cases, Auxilium shall not be in breach of this Agreement for any failure to reduce such reimbursement exposure and Pfizer shall be responsible for purchasing any and all Bulk Product in accordance with the provisions of this Agreementclinical quantities may vary.

Receipt and Acceptance. Pfizer Subject to the terms and conditions of this Agreement, VBL shall purchase use best efforts to supply, and Licensee shall purchase, all Bulk Finished Product ordered and specified in a Purchase Order. Purchase Orders may be delivered electronically or by other means to such location as Auxilium VBL shall designate and shall be in a form reasonably acceptable to AuxiliumVBL. Auxilium VBL shall provide written confirmation of such Purchase Order to Pfizer Licensee within ten (10) business days Business Days of receipt of such Purchase OrderOrder (the date of such written confirmation, the “Purchase Order Acceptance Date”). Auxilium will If VBL fails to provide the written confirmation of such Purchase Order in a timely manner, such Purchase Order shall be deemed to have been duly accepted by VBL and become legally binding upon the Parties on the tenth (10th) Business Day after receipt by VBL. VBL shall accept any Purchase Order for Bulk Finished Product that does not exceed the applicable maximum provided for in the most recent Forecast. If a Purchase Order, whether or not accepted, exceeds such applicable maximum, the Parties shall seek to agree on a reasonable manner of proceeding. Auxilium VBL shall use reasonable efforts Commercially Reasonable Efforts to supply any amount of Bulk Finished Product that Pfizer Licensee orders pursuant to Section 7.6.3 7.4.3 in excess of the maximum amount deliverable under the ordering and forecasting procedures specified herein, but but, in any event, such efforts shall not be construed as an obligation hereunder and in no event shall Auxilium VBL be deemed in breach of this Agreement by means of a failure to provide Bulk Finished Product in excess of the Forecasted amount. Nothing in any such Purchase Order or written acceptance shall supersede the terms and conditions of this Agreement or the Quality Agreement, and in the event of a conflict between the terms such Purchase Order (or written acceptance, as applicable) and the terms of this Agreement (or the Quality Agreement, as applicable), the terms of this Agreement (or the Quality ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Agreement, as applicable) shall control. All Purchase Orders, written acceptances of Purchase Orders and other notices contemplated under this Section 7.6 7.4 shall be sent to the attention of such persons as each Party may identify to the other in writing from time to time in accordance with Section 16.3. Notwithstanding any term in Section 7.6.3 or this Section 7.6.4 or elsewhere hereinIn addition, and notwithstanding any Forecasts given by Pfizer, Pfizer (i) VBL shall not be obligated liable for any delays related to place changes or other matters applicable to any Purchase Orders for Bulk Product prior to receipt of Regulatory Approval thereofcamera-ready artwork or other materials or information provided by Licensee, and Pfizer shall have (ii) the right to reasonably amend its Forecasts and Purchase Orders in the event of unexpected delays in receipt of any such approval; provided, Parties acknowledge that Pfizer shall be liable to reimburse Auxilium delivery times for Out-of-Pocket Costs incurred by Auxilium as a result of any such changes with respect to the first three (3) quarters of the then current Forecast; provided, that, to the extent practicable, Auxilium will use Commercially Reasonable Efforts to reduce such reimbursement exposure to Pfizer under the terms hereof incident to changes in such Forecasts and Purchase Orders; provided, however, that notwithstanding the foregoing, in all cases, Auxilium shall not be in breach of this Agreement for any failure to reduce such reimbursement exposure and Pfizer shall be responsible for purchasing any and all Bulk Product in accordance with the provisions of this Agreementclinical quantities may vary.

Receipt and Acceptance. Pfizer Actelion shall purchase all Bulk Units of Product ordered and specified in a Purchase Order. Purchase Orders may be delivered electronically or by other means to such location as Auxilium shall designate and shall be in a form reasonably acceptable to Auxilium. Auxilium shall provide written confirmation of such Purchase Order to Pfizer Actelion within ten (10) business days of receipt of such Purchase OrderOrder (the date of such written confirmation, the “Purchase Order Acceptance Date”). Auxilium will accept any Purchase Order for Bulk Units of Product that does not exceed the applicable maximum provided for in the most recent Forecast. If a Purchase Order, whether or not accepted, exceeds such applicable maximum, the Parties shall seek to agree on a reasonable manner of proceeding. Auxilium shall use reasonable efforts to supply any amount of Bulk Units of Product that Pfizer Actelion orders pursuant to Section 7.6.3 in excess of the maximum amount deliverable under the ordering and forecasting procedures specified herein, but in any event, such efforts shall not be construed as an obligation hereunder and in no event shall Auxilium be deemed in breach of this Agreement by means of a failure to provide Bulk Units of Product in excess of the then current Forecasted amount. Nothing in any such Purchase Order or written acceptance shall supersede the terms and conditions of this Agreement or the Quality Agreement, and in the event of a conflict between the terms of such Purchase Order (or written acceptance, as applicable) and the terms of this Agreement (or the Quality Agreement, as applicable), the terms of this Agreement (or the Quality ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Agreement, as applicable) shall control. All Purchase Orders, written acceptances of Purchase Orders and other notices contemplated under this Section 7.6 shall be sent to the attention of such persons as each Party may identify to the other in writing from time to time in accordance with Section 16.3. Notwithstanding any term in Section 7.6.3 or this Section 7.6.4 or elsewhere herein, and notwithstanding any Forecasts given by PfizerActelion, Pfizer Actelion shall not be obligated to place any Purchase Orders for Bulk Units of Product prior to receipt of Regulatory Approval thereof, and Pfizer Actelion shall have the right to reasonably amend its Forecasts and Purchase Orders in the event of unexpected delays in receipt of any such approval; provided, that Pfizer Actelion shall be liable to reimburse Auxilium for Out-of-Pocket Costs incurred by Auxilium as a result of any such changes with respect to the first three (3) second and third quarters of the then current ForecastForecast (i.e., the two (2) quarters commencing ninety (90) days after and one hundred eighty (180) days, respectively, after the Forecast Date); provided, that, to the extent practicable, Auxilium will use Commercially Reasonable Efforts to reduce such reimbursement exposure to Pfizer Actelion under the terms hereof incident to changes in such Forecasts and Purchase Orders; provided, however, that notwithstanding the foregoing, in all cases, Auxilium shall not be in breach of this Agreement for any failure to reduce such reimbursement exposure and Pfizer Actelion shall be responsible for purchasing any and all Bulk Units of Product in accordance with the provisions of this Agreement.