Common use of Reliance by Patheon Clause in Contracts

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. Patheon shall purchase and maintain at its cost and expense (subject to Section 5.2(b) below) a quantity of Components sufficient to satisfy the Manufacturing Services requirements for Products for [***]. Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client and that have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). [***]. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails to take possession or arrange for delivery of conforming finished Product not accepted by Client within [***] of batch release, Client will pay Patheon [***] for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]. Patheon may ship finished Product held by it longer than one month to Client at Client’s expense on 14 days’ written notice to Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (bSection 5.1(b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(b) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]] contemplated in the most recent forecast given by Client under Section 5.1(b). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client and that within six months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). This reimbursement will include Patheon’s cost to purchase (plus a [***]] handling fee up to [***] per line item) and destroy the Obsolete Stock; provided, however, that the client will have the option but not the obligation to take title to and possession of all or any portion of such Components by written notice to Patheon, in which case Patheon will cooperate with the Client in the surrender, delivery and transfer of such Components as promptly as is commercially reasonable, with any shipping and related expenses to be borne by the Client. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails to take possession or arrange for the destruction of non-expired Components within [***] of purchase or, in the case of the delivery of conforming finished Product not accepted by Client within [***] of batch releasemanufacture, Client will pay Patheon [***] per pallet per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month to the Client at Client’s expense on 14 days’ [***] written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), ) (b) and (bc) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for [***]] contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client and that within six months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). This reimbursement will include Patheon’s cost to purchase (plus a [***]] handling fee) and destroy the Obsolete Stock. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails to take possession or arrange for the destruction of non-expired Components (whose purchase was authorized by Client per Section 5.2 (a)) [***] or, in the case of the delivery of conforming finished Product not accepted by Client within [***] of batch release], Client will pay Patheon [***] per pallet, per month thereafter for storing the Components or finished Product. Storage During the parties’ normal quarterly reviews, Patheon will detail all potential storage costs. To the extent applicable, storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month [***] to the Client at Client’s expense on 14 days’ [***] written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [...***]...] months contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). within […***]…] months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired during the period, then Client will pay to Patheon its costs therefor (including all costs incurred by Patheon for the purchase and handling of the Components). If any non-expired But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming finished Product not accepted by Client Components within […***…] months of purchase or, in the case of finished Product, within […***…] of batch releasemanufacture, Client will pay Patheon $[…***…] per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at $[…***]…] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month […***…] to the Client at Client’s expense on 14 days’ […***…] days written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) ), in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) and maintain at its cost (b) or to meet the production requirements of any longer period agreed to by Patheon and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for [***]the first six months contemplated in the most recent forecast given by Client under Section 5.1(a) or (b), as the case may be. Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. . (b) If Client requests that Patheon manufacture launch quantities of a Product for which purchase of Components is not provided for by Section 5.2(a), then Client will give Patheon written authorization to order the necessary Components for any launch quantities of Product requested by Client which will be considered a Firm Order when and, once the written authorization is accepted by Patheon, Components ordered in this manner will be deemed to be properly ordered by Patheon as though they were ordered under Section 5.2(a). (bc) Client will reimburse Patheon for the cost of If Components properly ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in In finished Products manufactured for Client and that within six months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period period, then Client will pay to Patheon its costs therefor (collectively, “Obsolete Stock”including all costs incurred by Patheon for the purchase and handling of the Components). [***]. If any non-expired But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (cd) If Client fails to take possession or arrange for delivery the destruction of conforming Components within 12 months of purchase in quantities and on a schedule as contemplated by Section 5.2(a) or of finished Product not accepted by within three months of batch release of finished Product to Client within in accordance with and pursuant to a Firm Order, Patheon will notify Client of such fact, and Client will pay Patheon $[***] of batch releaseper pallet, Client will pay Patheon [***] per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at $[***]] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month three months following batch release of the Finished Product to Client in accordance with and pursuant to a Firm Order to the Client at Client’s expense on 14 days’ prior written notice to the Client.

Reliance by Patheon. (a) Client Indivior understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) in ordering the Components (other than ClientIndivior-Supplied Components) required to meet the Firm Orders. In addition, Indivior understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Indivior. Accordingly, Indivior authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for [***]the first six months contemplated in the most recent forecast given by Indivior under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client Indivior will give Patheon written authorization to order Components for any launch quantities of Product requested by Client Indivior which will be considered a Firm Order when accepted by Patheon. (b) Client Indivior will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client and that Indivior within six months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). This reimbursement will include Patheon’s cost to purchase (plus a [***]% handling fee) and destroy the Obsolete Stock. If any non-expired Components are used in Products subsequently manufactured for Client Indivior or in third party products manufactured by Patheon, Client Indivior will receive credit for any costs of those Components previously paid to Patheon by ClientIndivior. Patheon will provide Indivior with a monthly report of Indivior Supplied Component inventory. (c) If Client within 30 days of receipt of written notice from Patheon, Indivior fails to take possession or arrange for the destruction of non-expired Components within 12 months of purchase or, in the case of the delivery of conforming finished Product not accepted by Client Indivior but not yet shipped or otherwise taken possession of by Indivior within one month of manufacture), Indivior will pay Patheon $[***] of batch releaseper pallet, Client will pay Patheon [***] per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at $[***]] per pallet per month. Patheon may ship finished Product held by it longer than one month Storage fees are subject to Client at Client’s expense on 14 days’ written notice to Clienta [***] pallet minimum charge per month.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), Subparagraphs 1(a) and (b1(b) above in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Subparagraph 1(a) above or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]] months contemplated in the most recent forecast given by Client under Subparagraph 1(a) above. Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost . Unless caused by improper action or inaction of Patheon, if Components ordered by Patheon under Firm Orders or under Section 5.2(athis Subparagraph (d) that are not included in finished Products manufactured for Client and that within [**] months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period or have an insufficient remaining shelf life to use in the Product, then Client will pay to Patheon its actual costs therefor (collectively, “Obsolete Stock”including all reasonable costs incurred by Patheon for the purchase and handling of the Components). [***]. If any non-expired But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) . If Client fails to take possession or arrange for delivery the destruction of conforming finished Product not accepted by Client Components within [**] months of purchase or, in the case of finished Product, within [**] months of manufacture (or [**] days from Parties’ release provided that Client’s batch releasereview and release of Product shall have to be completed within [**] weeks of manufacture), Client will pay Patheon [***] storage fees for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]as set forth in Schedule C, Section 4. Patheon may ship finished Product held by it longer than one month [**] months to the Client at Client’s expense on 14 days’ [**] days written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), (b), and (bc) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense Client. Accordingly, Client authorizes Patheon to purchase Components (subject excluding those Components to Section 5.2(bbe provided by Client as set forth herein) below) a quantity of Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]] months contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a as part of the Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). within [***]] months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired during the period, then Client will pay to Patheon its costs therefor (including all costs incurred by Patheon for the purchase and handling of the Components). If any non-expired But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming finished Product not accepted by Client Components within [***] months of batch releasepurchase or, in the case of finished Product, within [***] months of manufacture, Client will pay Patheon $[***] per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at $[***]] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month [***] months to the Client at Client’s expense on 14 days’ [***] days written notice to the Client. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), (b), and (bc) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Product during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products Product for [***]the first six months contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client Client, which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products Product manufactured for Client and that within six months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period period, then Client will pay to Patheon its costs therefor (collectively, “Obsolete Stock”including all reasonable costs incurred by Patheon for the purchase and handling of the Components). [***]. If any non-expired But if these Components are used in Products Product subsequently manufactured for Client or in third party products product manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming Components within 12 months of purchase or, in the case of finished Product not accepted by Client Product, within [***] three months of batch releasemanufacture, Client will pay Patheon [***] thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month three months to the Client at Client’s expense on 14 days’ days written notice to the Client. [*] = 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.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts Rolling Forecasts submitted under Sections 5.1(a), and (bSection 5.1(b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the Rolling Forecast or to meet the production requirements of any longer period agreed to by Patheon and Client in writing. Accordingly, Client authorizes Patheon to, and Patheon shall purchase and maintain at its cost and expense (subject to Section 5.2(b) below) a quantity of Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]] contemplated in the most recent Rolling Forecast. Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. . (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client and that have expired or that are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). This reimbursement will include Patheon’s cost to purchase (plus a [***]. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client% handling fee) and destroy the Obsolete Stock. (c) If Client fails to take possession or arrange for delivery of conforming finished Product not accepted by Client within [***] of batch release, Client will pay Patheon [***] for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]. Patheon may ship finished Product held by it longer than one month to Client at Client’s expense on 14 days’ written notice to Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on use the Firm Orders and rolling forecasts Product Forecasts submitted under Sections 5.1(a), (b), and (bc) in reasonably ordering the Components (other than Client-Supplied Components) required to meet the Firm OrdersOrders (recognizing that Product Forecasts other than Firm Orders are non-binding). In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in reasonable volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient in quantities needed to satisfy the Manufacturing Services requirements for Products for the first […***]…] months contemplated in the most recent Product Forecast. Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods only if agreed to in advance in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client . Patheon will reimburse Patheon for use a […***…] method with regard to the cost of Components it uses to manufacture Products. If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that within twelve (12) months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period period, then Client will pay to Patheon its costs therefor (collectively, “Obsolete Stock”including all costs incurred by Patheon for the purchase and handling of the Components). [***]. If any non-expired these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will promptly, in Client’s discretion, either (i) receive credit for any costs of those Components previously paid to Patheon by Client, or (ii) receive a full refund from Patheon in an amount equal to costs of those Components previously paid to Patheon by Client. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming Components reasonably purchased by Patheon pursuant to Section 5.2(a) above or fails to take possession or arrange for the destruction of Active Materials within 12 months of purchase or, in the case of finished Product not accepted by Client Product, within [***] three months of batch releasemanufacture, Client will pay Patheon $[…***…] per pallet, per month thereafter for storing the Components Components, Active Materials or finished Product. Storage fees for Components Components, Active Materials or Product which contain controlled substances or require refrigeration will be charged at $[…***]…] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month 3 months to the Client at Client’s expense on 14 days’ days advance written notice to the Client. Additional storage requirements for Components, Active Materials and Products shall be specified in the Quality Agreement or otherwise specified in writing by Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (bSection 5.1(c) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(c) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [* * ***]] contemplated in the most recent forecast given by Client under Section 5.1(c). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the partiesParties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Patheon will notify Client will reimburse Patheon for the cost of if there are any Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client and that that, despite being purchased with a reasonable shelf life remaining, have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). Within [* * ***]. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon] of such notification, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails may request to take possession or arrange for delivery of conforming finished Product such Obsolete Stock and if such request is not accepted by Client within made in [***] of batch release, Client will pay Patheon [***] for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [*** * *], Patheon shall be permitted to destroy such Obsolete Stock. Patheon may ship finished Product held by it longer than one month to Client at Client’s expense on 14 days’ written notice to Client.[* * *]

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts Product Forecasts submitted under Sections 5.1(a), (b), and (bc) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]**] contemplated in the most recent Product Forecast. Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). within [***]**] after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired during the period, then Client will pay to Patheon its costs therefor (including all costs incurred by Patheon for the purchase and handling of the Components). If any non-expired But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (b) Patheon will give Client, initially upon the Effective Date of this Agreement and thereafter on an annual basis, a listing of all Components which are unique to Client, which Patheon anticipates purchasing under this Agreement (in accordance with rolling forecasts and Firm Orders as per Paragraphs 5.1(a) and (b)) in the form as set out in Schedule K (the "Exclusive Component Purchasing Summary"). The Exclusive Component Purchasing Summary will indicate which Components have a limited shelf-life and which are subject to minimum order quantities as specified by the supplier. Subject to subsection (a) above, Client will be liable for the costs of all Components purchased by Patheon for use under this Agreement not used to perform Manufacturing Services prior to the expiry of the Component’s shelf life. Reimbursement from Client will be due, where applicable, within [*****] of notification from Patheon that the Component has expired. Patheon will not be obligated to give specific pricing information regarding any Component which is subject to confidentiality obligations between Patheon and its supplier. (c) If Client fails to take possession or arrange for delivery the destruction of conforming finished Product not accepted by Client Components within [*****] of batch releasepurchase or, in the case of finished Product, within three months of manufacture, Client will pay Patheon [*****] per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]**] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month [*****] to the Client at Client’s expense on 14 days’ [*****] written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), (b), and (bc) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for [***]the first six months contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if If agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Xxxx Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that within six (6) months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period period, then Client will pay to Patheon its costs therefor (collectively, “Obsolete Stock”including all costs incurred by Patheon for the purchase and handling of the Components). [***]. If any non-expired But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming Components within 12 months of purchase or, in the case of finished Product not accepted by Client Product, within [***] three months of batch releasemanufacture, Client will pay Patheon [***] *], per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [****]. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it It longer than one month 3 months to the Client at Client’s 's expense on 14 days’ days written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Product during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products Product for the first [***]] months contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products Product manufactured for Client and that within [**] months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). [***]This reimbursement will include Patheon’s cost to purchase and destroy the Obsolete Stock. If any non-expired Components are used in Products Product subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails to take possession or arrange for the destruction of non-expired Components within [**] months of purchase or, in the case of the delivery of conforming finished Product not accepted by Client within [***] of batch releasemanufacture, Client will pay Patheon EURO [***] per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at EURO [***]] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month [**] to Client at Client’s expense on 14 [**] days’ written notice to Client.

Reliance by Patheon. (a) Client New River understands and acknowledges that Patheon will rely on the rolling forecasts and Firm Orders and rolling forecasts submitted under pursuant to Sections 5.1(a), ) and (b) in ordering the Components (other than Client-Supplied Components) required to meet the such Firm Orders. In addition, New River understands that to ensure an orderly supply of such Components, it may be desirable for Patheon shall to purchase such Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject New River. Accordingly, New River authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient in order to satisfy the Manufacturing Services production requirements for Products for the [***] contemplated in the most recent forecast provided by New River pursuant to Section 5.1(a) and agrees that Patheon may make such other purchases of Components to meet production requirements during such longer periods as may be agreed to in writing from time to time by New River at the request of Patheon or New River. New River shall provide Patheon with its written authorization to order Components in respect of any launch quantities of Product requested by New River, which upon acceptance by Patheon shall constitute a Firm Order. If Components ordered by Patheon pursuant to Firm Orders or this Section 5.2 are not included in finished Products purchased by New River after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree) or if such Components have expired during such period, then New River shall pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with the purchase and handling of such Components) within reason; provided, however, that in the event such Components are incorporated into Products subsequently purchased by New River or into third party products manufactured by Patheon and subsequently purchased by a third party, New River will receive credit for any costs of such Components previously paid to Patheon by New River. (b) If New River fails to dispose of Components [***] or Product [***]. If the Product contains an Active Material that is determined to be a DEA Schedule 2 drug or requires refrigeration, [***]. Patheon may make other purchases of Components shall have the option to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client and that have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). [***]. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails to take possession or arrange for delivery of conforming finished Product not accepted by Client within [***] of batch release, Client will pay Patheon [***] for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]. Patheon may ship finished Product held by it longer than one month three months to Client New River at ClientNew River’s expense on 14 days’ upon two weeks written notice to ClientNew River.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]] months contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client within [*] months after the forecasted month for which the purchases have been made (or for a longer period as [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and that filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). [***]This reimbursement will include Patheon’s cost to purchase and destroy the Obsolete Stock. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails to take possession or arrange for the destruction of non-expired Components within [*] months of purchase or, in the case of the delivery of conforming finished Product not accepted by Client within [***] of batch releasemanufacture, Client will pay Patheon [***] per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month [*] to the Client at Client’s expense on 14 days’ [*] days written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), (b), and (bc) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first […***]…] contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. parties The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that have expired Client, or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectivelyany third party products manufactured by Patheon, “Obsolete Stock”). […***]. If any non-…] after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired during the period, then Client will pay to Patheon its costs therefor (including all costs incurred by Patheon for the purchase and handling of the Components) But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming finished Product not accepted by Client Components within […***…] of batch releasepurchase or, in the case of finished Product, within […***…] of manufacture, Client will pay Patheon $[…***…] thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at $[…***…]. Storage fees are subject to a […***…] minimum charge […***…]. Patheon may ship finished Product held by it longer than one month […***…] to the Client at Client’s expense on 14 days’ […***…] written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]] months contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client and that within [*] months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). [***]This reimbursement will include Patheon’s cost to purchase and destroy the Obsolete Stock. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails to take possession or arrange for the destruction of non-expired Components within [*] months of purchase or, in the case of the delivery of conforming finished Product not accepted by Client within [***] of batch releasemanufacture, Client will pay Patheon [***] per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month [*] to the Client at Client’s expense on 14 days’ [*] days written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts Product Forecasts submitted under Sections 5.1(a), (b), and (bc) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]] months contemplated in the most recent Product Forecast. Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that within [*] months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period period, then Client will pay to Patheon its reasonable, documented costs therefor (collectivelyincluding all reasonable, “Obsolete Stock”documented costs incurred by Patheon for the purchase and handling of the Components). [***]. If any non-expired But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any reasonable, documented costs of those Components previously paid to Patheon by Client. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming finished Product not accepted by Client Components within [**] months of purchase or, in the case of finished Product, within [*] months of batch releasemanufacture, Client will pay Patheon $[***] thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at $[***]. Storage fees are subject to a one pallet minimum charge per month. With the exception of validation batches, Patheon may ship finished Product held by it longer than one month [*] months to Client the facility designated by the Client, at Client’s expense on 14 days’ [*] days written notice to the Client.

Reliance by Patheon. (a) The Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under pursuant to Sections 5.1(a), ) and (b) in ordering the Components (other than Client-Supplied Components) required to meet the such Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components and/or to achieve economies of scale in costs, it may be necessary for Patheon shall to purchase such Components in sufficient volumes to meet the production requirements for Products during part of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to in writing by Patheon and maintain at its cost and expense (subject the Client. Accordingly, the Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient in order to satisfy the Manufacturing Services requirements for Products for [the ***]* contemplated in the most recent forecast provided by the Client pursuant to Section 5.1(a) **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. or in order to satisfy the vendor’s minimum order quantity for such Components, whichever is greater, and agrees that Patheon may make such other purchases of Components to meet Manufacturing Services requirements for during such longer periods if as may be agreed to in writing from time to time by the partiesClient at the request of Patheon or the Client. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of If Components ordered by Patheon under pursuant to Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for the Client and that within **** after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree) or if such Components have expired during such period, then the Client shall pay to Patheon ****. If the parties are unable to agree on what costs incurred by Patheon are reasonable, then the parties shall resolve such issue in accordance with Section 12.1 Patheon shall use commercially reasonable efforts to use such Components in connection with third party clients. Patheon shall be responsible for obtaining material safety data sheets (“MSDS”) and certificates of analysis or compliance of all Raw Materials purchased by Patheon pursuant to this Agreement. The MSDS and certificates of analysis or compliance will be used to establish conformance of the Raw Materials to the Specifications and to advise Patheon as to any safety or special handling requirements related to the Raw Materials. (b) Patheon shall provide Client, initially upon execution of this Agreement and thereafter on an annual basis, with a listing of all components which are rendered obsolete due unique to changes the Client, which Patheon anticipates purchasing pursuant to the terms of this Agreement (in artwork or applicable regulations during accordance with rolling forecasts and Firm Orders as per Section 5.2(a)) (the period (collectively, “Obsolete StockExclusive Component Purchasing Summary”). [***]. If any nonThe Exclusive Component Purchasing Summary shall indicate which components have a limited shelf-expired Components life and that are used in Products subsequently manufactured for Client or in third party products manufactured subject to minimum order quantities as specified by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Clientthe supplier. (c) If Client fails to take possession or arrange for delivery of conforming finished Product not accepted by Client within [***] of batch release, Client will pay Patheon [***] for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]. Patheon may ship finished Product held by it longer than one month to Client at Client’s expense on 14 days’ written notice to Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]] months contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client within [*] months after the forecasted month for which the purchases have been made (or for a longer period as -18- [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and that filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Master Manufacturing Services Agreement the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). [***]This reimbursement will include Patheon’s cost to purchase and destroy the Obsolete Stock. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails to take possession or arrange for the destruction of non-expired Components within [*] months of purchase or, in the case of the delivery of conforming finished Product not accepted by Client within [***] of batch releasemanufacture, Client will pay Patheon [***] per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month [*] to the Client at Client’s expense on 14 days’ [*] days written notice to the Client.

Reliance by Patheon. (a) Client Éclat understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under pursuant to Sections 5.1(a), ) and (b) in ordering or procuring the ordering the Components (other than Client-Supplied Components) required to meet the such Firm Orders. In addition, Éclat understands that to ensure an orderly supply of such Components, it may be desirable for Patheon shall to purchase such Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Éclat. Accordingly, Éclat authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient in order to satisfy the Manufacturing Services requirements for Products for [***]. the first six (6) months contemplated in the most recent forecast provided by Éclat pursuant to Section 5.1(a) and agrees that Patheon may make such other purchases of Components to meet Manufacturing Services requirements for during such longer periods if as may be agreed to in writing from time to time by Éclat at the partiesrequest of Patheon or Éclat. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of If Components ordered by Patheon under pursuant to Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that Éclat within six (6) months after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree) or if such Components have expired or are rendered obsolete due during such period, then Éclat shall pay to changes Patheon its costs therefor (including all costs incurred by Patheon in artwork or applicable regulations during connection with the period (collectivelypurchase and handling of such Components); provided, “Obsolete Stock”). [***]. If any non-expired however, that in the event such Components are used in incorporated into Products subsequently manufactured for Client Éclat. or in into third party products manufactured by PatheonPatheon for a third party, Client Éclat will receive credit for any costs of those such Components previously paid to Patheon by ClientÉclat. (cb) If Client fails Patheon shall provide Éclat, initially upon execution of a Product Agreement and thereafter on an annual basis, with a listing of all Components which are unique to take possession Éclat, which Patheon anticipates purchasing or arrange being required to be purchased pursuant to the terms of this Agreement (in accordance with rolling forecasts and Firm Orders as per Section 5.1(a) and (b)) in the form as set out in Exhibit G (the “Exclusive Component Purchasing Summary”). The Exclusive Components Purchasing Summary shall indicate which Components have a limited shelf-life and which are subject to minimum order quantities as specified by the supplier. Subject to the provisions of subsection (a) above, Éclat shall be liable for delivery the costs of conforming finished Product all Components purchased by Patheon for use under this Agreement not accepted by Client used to perform Manufacturing Services prior to the expiry of the Component’s shelf life. Reimbursement from Éclat shall be due, where applicable, within [***] 30 days of batch release, Client will pay notification from Patheon [***] for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]that said Component has expired. Patheon may ship finished Product held by it longer than one month shall not be obligated to Client at Client’s expense on 14 days’ written notice provide specific pricing information regarding any Component which is subject to Clientconfidentiality obligations between Patheon and its supplier.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), (b), and (bc) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for [the first ***]* contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that within *** after the forecasted *** for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period period, then *** to *** (collectively, “Obsolete Stock”). [including *** by *** of the *** including a ***]). If any non-expired But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client *** will receive credit *** for any costs *** of those Components previously paid *** to Patheon by Client***. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming finished Product not accepted by Client Components within [*** of purchase or, in the case of finished Product, within *] ** of batch releasemanufacture, Client will pay Patheon [$*** per pallet, per *] ** thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [$*** per pallet per ***]. Storage fees are subject to a one pallet minimum charge per ***. Patheon may ship finished Product held by it longer than one month three months to the Client at Client’s expense on 14 days’ *** days written notice to the Client.

Reliance by Patheon. (a) Client Avanir understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under pursuant to Sections 5.1(a), ) and (b) in ordering the Components (other than Client-Supplied Components) and Packaging Materials required to meet the such Firm Orders. In addition, Avanir understands that to ensure an orderly supply of such Components and Packaging Materials, it may be desirable for Patheon shall to purchase such Components and maintain at its cost Packaging Materials in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and expense (subject Avanir. Accordingly, Avanir authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient and Packaging Materials in order to satisfy the Manufacturing Services production requirements for Products for [***]. the first six months contemplated in the most recent forecast provided by Avanir pursuant to Section 5.1(a) and agrees that Patheon may make such other purchases of Components and Packaging Materials to meet Manufacturing Services production requirements for during such longer periods if as may be agreed to in writing from time to time by Avanir at the partiesrequest of Patheon or Avanir. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for shall manage the cost use of Components and Packaging Materials in accordance with cGMP “First in-first out” (FIFO) rules. If Components or Packaging Materials ordered by Patheon under pursuant to Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client purchased by Avanir within six months after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree) (“Dated Components and that Packaging Materials”) or if such Components or Packaging Materials have expired or are rendered obsolete due to changes in artwork or applicable regulations during the such period (collectively, “Obsolete StockExpired Components and Packaging Materials”), then Avanir shall pay to Patheon its costs therefor (including all costs incurred by Patheon in connection with the purchase and handling of such Dated and Expired Components and Packaging Materials. [***]. If any non-expired Patheon shall use commercially reasonable efforts to return Dated Components are used in Products subsequently manufactured and Packaging Materials or use Dated Components and Packaging Materials for Client or in third party Third Party products manufactured by Patheon. In the event Dated Components and Packaging Materials are returned to the supplier for which Patheon receives a credit or refund, Client Avanir will receive a credit equal to the credit or refund received by Patheon from its supplier for such returned Dated Components and Packaging Materials and any restocking penalties or other charges which may apply. In the event Dated Components and Packaging Materials are incorporated into Products subsequently purchased by Avanir or into Third Party products manufactured by Patheon and subsequently purchased by a Third Party, Avanir will receive credit for any costs of those such Dated Components and Packaging Materials previously paid to Patheon by ClientAvanir. Avanir acknowledges and agrees that Patheon’s ability to disclose information regarding a Component or Packaging Material may be limited by obligations of confidentiality between Patheon and its supplier(s). In such a case, Patheon shall use commercially reasonable efforts to obtain its supplier’s consent to disclose such information and Avanir agrees to provide such supplier with reasonable assurances as may reasonably be requested by the supplier in a confidentiality agreement, or such other written document intended to protect the confidentiality of supplier’s sensitive information. (c) If Client fails to take possession or arrange for delivery of conforming finished Product not accepted by Client within [***] of batch release, Client will pay Patheon [***] for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]. Patheon may ship finished Product held by it longer than one month to Client at Client’s expense on 14 days’ written notice to Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the most recent rolling forecast and on Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for [***]the first six months contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.3 are not included in finished Products manufactured for Client and that within six months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period period, then Client will pay to Patheon its documented, direct out-of-pocket costs therefore (collectivelyincluding all costs incurred by Patheon for the purchase and handling of the Components, “Obsolete Stock”such handling costs not to exceed 8%). [***]. If ; provided, however, that (i) the Client will have the option but not the obligation to take title to and possession of all or any non-expired portion of such Components by written notice to Patheon, in which case Patheon will cooperate with the Client in the surrender, delivery and transfer of such Components as promptly as is commercially reasonable, with any shipping and related expenses to be borne by the Client, or (ii) if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by ClientClient and/or such third parties. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming Components within 12 months of purchase or, in the case of finished Product not accepted Product, within three months of manufacture, upon written notice to Client by Client within [***] Patheon of batch releasesuch impending charges, Client will pay Patheon [***] $100.00 per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]$200.00 per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month 3 months to the Client at Client’s expense on 14 days’ days written notice to the Client.

Reliance by Patheon. (a) Client Customer understands and acknowledges that Patheon will rely on the rolling forecasts and Firm Orders and rolling forecasts submitted under pursuant to Sections 5.1(a), ) and (b) in ordering or procuring the ordering the Components (other than Client-Supplied Components) required to meet the such Firm Orders. In addition, Customer understands that to ensure an orderly supply of such Components, it may be desirable for Patheon shall to purchase such Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Customer. Accordingly, Customer authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient in order to satisfy the Manufacturing Services requirements for Products only for [***]. the binding section of the forecast provided by Customer pursuant to Section 5.1(a) and agrees that Patheon may make such other purchases of Components to meet Manufacturing Services requirements for during such longer periods if as may be agreed to in writing from time to time by Customer at the partiesrequest of Patheon or Customer. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of If Components ordered by Patheon under pursuant to Firm Orders or under this Section 5.2(a) 5.2 are expired without utilization, then Customer shall pay to Patheon its external costs therefor; provided, however, that are not included in finished Products manufactured for Client and that have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). [***]. If any non-expired event such Components are used in incorporated into Products subsequently manufactured for Client Customer or in into third party products manufactured by PatheonPatheon for a third party, Client Customer will receive credit for any costs of those such Components previously paid to Patheon by ClientCustomer. (cb) If Client fails Patheon shall provide Customer, initially upon execution of this Agreement and thereafter on an annual basis, with a listing of all Components which are unique to take possession Customer, which Patheon anticipates purchasing or arrange being required to be purchased [ * ] = 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. pursuant to the terms of this Agreement (in accordance with rolling forecasts and Firm Orders as per Section 5.1(a) and (b)) in the form as set out in Schedule H (the "Exclusive Component Purchasing Summary"). The Exclusive Components Purchasing Summary shall indicate which Components have a limited shelf-life and which are subject to minimum order quantities as specified by the supplier. Subject to the provisions of subsection (a) above, Customer shall be liable for delivery the costs of conforming finished Product all Components purchased by Patheon for use under this Agreement not accepted used to perform Manufacturing Services prior to the expiry of the Component’s shelf life. Reimbursement from Customer shall be due, where applicable, within 30 days of notification from Patheon that said Component has expired. In such event, Patheon will make reasonable efforts to get authorization for disclosure of such pricing information by Client the supplier, proving what has already been included within [***] of batch release, Client will pay Patheon [***] for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]. Patheon may ship finished Product held by it longer than one month to Client at Client’s expense on 14 days’ written notice to Client.Schedule H.

Reliance by Patheon. (a) Client 3.5.1 Depomed understands and acknowledges that Patheon will rely on the Maximum Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) Forecasts in ordering the Components (other than Client-Supplied Components) required Materials sufficient to meet the Firm Purchase Orders. In addition, Depomed understands that, to ensure an orderly supply of the Materials, Patheon shall may want to purchase and maintain at its cost and expense (subject the Materials in sufficient volumes to Section 5.2(b) below) a quantity of Components sufficient to satisfy meet the Manufacturing Services production requirements for Products for Product during the ensuing [***]] of the Forecast or to meet the production requirements of any longer period agreed to by Patheon and Depomed, in writing. Accordingly, Depomed authorizes Patheon to purchase Materials sufficient for it to supply all Product forecasted for the [***] of the most recent Forecast given by Depomed under Section 3.1. Patheon may make other purchases of Components Materials to meet Manufacturing Services requirements anticipated manufacturing requirements, based on forecasts for longer periods periods, if agreed to in writing by the partiesParties. Client will give Depomed has authorized Patheon written authorization to order Components Materials for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components Depomed. If Materials ordered by Patheon to meet Depomed’s Purchase Orders issued in accordance with Section 3.4.2 or as permitted under Firm Orders or under this Section 5.2(a) that 3.5.1 are not included in finished Products Product manufactured prior to their expiration dates through no fault of Patheon, then Depomed will pay to Patheon all costs incurred by Patheon for Client the purchase and handling of such Materials. Patheon shall promptly notify Depomed of the identity of any Materials that have been purchased in accordance with this Section 3.5 and that have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectivelybecome obsolete, “Obsolete Stock”). [***]. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for and any costs to be charged to Depomed therefor, in accordance with this Section 3.5. Reimbursement of those Components previously paid to Patheon such costs by Client. (c) If Client fails to take possession or arrange for delivery of conforming finished Product not accepted by Client Depomed shall be due, where applicable, within [***] after its receipt of batch releasePatheon’s reconciliation report and calculation of such costs prepared in accordance with Section 5.6. Patheon shall provide pricing information sufficient to show the costs of such Materials, Client where reimbursement is requested by Patheon. 3.5.2 If Depomed fails to take possession or to arrange for the delivery or destruction of any (a) Materials for which Depomed has paid Patheon’s costs pursuant to Section 3.5.1 or (b) Product, within [***] after such payment for Materials or manufacture of such Product, then, upon at least [***] written notice to Depomed, (i) Patheon will destroy such Materials and will charge Depomed for its reasonable costs of such destruction, and (ii) Depomed will pay Patheon [***] per pallet for storing the Components or finished Product. Storage fees for Components or Product which that does not contain controlled substances or require refrigeration will be charged at or [***]] per pallet for Product that contains controlled substances or requires refrigeration, per month thereafter, for storing such Product. Patheon may ship finished Product held by it longer than one month [***] to Client Depomed, at ClientDepomed’s expense reasonable expense, on 14 days’ [***] written notice to ClientDepomed.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) Section 5.1 in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1 or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]] months contemplated in the most recent Annual Forecast given by Client under Section 5.1(b). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under in accordance with this Section 5.2(a) that are not included in finished Products manufactured for Client and that 5.2 if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period prior to Manufacturing (collectively, “Obsolete Stock”). [***]This reimbursement will include Patheon’s reasonable and documented out of pocket cost of purchasing and destroying or returning the Obsolete Stock. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails to take possession or arrange for the destruction of non-expired Components within [***] months of purchase or, in the case of the delivery of conforming finished Product not accepted by to be shipped to Client within [***] one month of batch release, Client will pay Patheon [***] per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one [***] month to Client at Client’s expense on 14 [***] days’ prior written notice to Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]] months contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). within [***]] months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired during the period, then Client will pay to Patheon its costs therefor (including all costs incurred by Patheon for the purchase and handling of the Components). If any non-expired But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming finished Product not accepted by Client Components within [***] months of batch releasepurchase or, in the case of finished Product, within [***] month of manufacture, Client will pay Patheon $[***] per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at $[***]] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one [***] month to the Client at Client’s 's expense on 14 days’ [***] days written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), (b), and (bc) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]**] contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that have expired Client, or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectivelyany third party products manufactured by Patheon, “Obsolete Stock”). [***]**] after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired during the period, then Client will pay to Patheon its costs therefor (including all costs incurred by Patheon for the purchase and handling of the Components). If any non-expired But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming finished Product not accepted by Client Components within [*****] of batch releasepurchase or, in the case of finished Product, within [*****] of manufacture, Client will pay Patheon $[*****] thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at $[*****]. Storage fees are subject to a [*****] minimum charge [*****]. Patheon may ship finished Product held by it longer than one month [*****] to the Client at Client’s expense on 14 days’ [*****] written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), (b), and (bc) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first [***]] contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. parties The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that have expired Client, or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectivelyany third party products manufactured by Patheon, “Obsolete Stock”). [***]. If any non-] after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired during the period, then Client will pay to Patheon its costs therefor (including all costs incurred by Patheon for the purchase and handling of the Components) But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming finished Product not accepted by Client Components within [***] of batch releasepurchase or, in the case of finished Product, within [***] of manufacture, Client will pay Patheon $[***] thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at $[***]. Storage fees are subject to a [***] minimum charge [***]. Patheon may ship finished Product held by it longer than one month [***] to the Client at Client’s expense on 14 days’ [***] written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), ) and (b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase and maintain at its cost and expense (subject the Components in sufficient volumes to Section 5.2(b) below) a quantity of Components sufficient to satisfy meet the Manufacturing Services production requirements for Products for during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and Client. [***]. Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. ] Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client and that within six months after the forecasted month for which the purchases have expired been made (or for a longer period as the parties may agree) or if the Components are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). [***]. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails has exercised its option to take possession or arrange for of Obsolete Stock and fails to do so within 12 months of purchase or, in the case of the delivery of conforming finished Product not accepted by Client within [***] one month of batch release, Client will pay Patheon [***] for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month to the Client at Client’s expense on 14 days’ written notice to the Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), (b), and (bc) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first […***]…] contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. parties The Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that have expired Client, or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectivelyany third party products manufactured by Patheon, “Obsolete Stock”). […***]. If any non-…] after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired during the period, then Client will pay to Patheon its costs therefor (including all costs incurred by Patheon for the purchase and handling of the Components) But if these Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (cb) If Client fails to take possession or arrange for delivery the destruction of conforming finished Product not accepted by Client Components within […***…] of batch releasepurchase or, in the case of finished Product, within […***…] of manufacture, Client will pay Patheon $[…***…] thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at $[…***…]. Storage fees are subject to a […***…] minimum charge […***…]. Patheon may ship finished Product held by it longer than one month […***…] to the Client at Client’s 's expense on 14 days’ […***…] written notice to the Client.

Reliance by Patheon. (a) Client PGx understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), (b), and (bc) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, PGx understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject PGx. Accordingly, PGx authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for [***]the first six months contemplated in the most recent forecast given by PGx under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client PGx will give Patheon written authorization to order Components for any launch quantities of Product requested by Client PGx which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of . If Components ordered by Patheon under Firm Orders or under this Section 5.2(a) that 5.2 are not included in finished Products manufactured for Client and that PGx within six months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period period, then PGx will pay to Patheon its costs therefor (collectively, “Obsolete Stock”including all costs incurred by Patheon for the purchase and handling of the Components). [***]. If any non-expired But if these Components are used in Products subsequently manufactured for Client PGx or in third party products manufactured by Patheon, Client PGx will receive credit for any costs of those Components previously paid to Patheon by ClientPGx. (cb) If Client PGx fails to take possession or arrange for delivery the destruction of conforming Components within 12 months of purchase or, in the case of finished Product not accepted by Client Product, within [***] three months of batch releasemanufacture, Client PGx will pay Patheon [***] thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [*]. Storage fees are subject to a [**]] minimum charge per month. Patheon may ship finished Product held by it longer than one month 3 months to Client the PGx at ClientPGx’s expense on 14 days’ days written notice to Clientthe PGx.

Reliance by Patheon. (a) The Client understands and acknowledges that Patheon will rely on the first [***] months contemplated in the most recent forecast provided by the Client pursuant to Section 5.1(a) and the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (bpursuant to Section 5.1(b) in ordering the Components (other than Client-Supplied Components) *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. required to meet the such Firm Orders. In addition, the Client understands that to ensure an orderly supply of such Components, it may be desirable for Patheon shall to purchase such Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject the Client. Accordingly, the Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient in order to satisfy the Manufacturing Services production requirements for Products for the first [***]. ] months contemplated in the most recent forecast provided by the Client pursuant to Section 5.1(a) and agrees that Patheon may make such other purchases of Components to meet Manufacturing Services production requirements for during such longer periods if as may be agreed to in writing from time to time by the partiesClient at the request of Patheon or the Client. The Client will give shall provide Patheon with its written authorization to order Components for in respect of any launch quantities of Product requested by Client the Client, which will be considered upon acceptance by Patheon shall constitute a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Order. If Components ordered by Patheon under pursuant to Firm Orders or under in order to satisfy the production requirements for Products for the first [***] months contemplated in the most recent forecast provided by the Client pursuant to Section 5.2(a5.1(a) that are not included in finished Products manufactured for purchased by the Client within [***] months after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree), then Patheon shall promptly notify Client and that have expired or are rendered obsolete due the Client shall pay to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). Patheon [***]. If ; provided, however, that (i) the Client shall have the option but not the obligation to take title to and possession of all or any non-expired portion of such Components by written notice to Patheon, in which case Patheon shall cooperate with the Client in the surrender, delivery and transfer of such Components as promptly as is commercially reasonable, with any shipping and related expenses to be borne by the Client, or (ii) in the event such Components are used in incorporated into Products subsequently manufactured for purchased by the Client or in into third party products manufactured by PatheonPatheon and subsequently purchased by a third party, the Client will receive credit for any costs of those such Components previously paid to Patheon by the Client. (c) If Client fails to take possession or arrange for delivery of conforming finished Product not accepted by Client within [***] of batch release, Client will pay Patheon [***] for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]. Patheon may ship finished Product held by it longer than one month shall not be obligated to Client at Client’s expense on 14 days’ written notice provide information regarding any Component which is subject to Clientconfidentiality obligations between Patheon and its supplier.

Reliance by Patheon. (a) Client Gilead understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (bpursuant to Section 2.3(b) in ordering the Components (other than Client-Supplied Components) Materials required to meet the such Firm Orders. In addition, Gilead understands that to ensure an orderly supply of such Materials and to achieve economies of scale in the costs therefor, it may be desirable for Patheon shall to purchase such Materials in sufficient volumes to meet the production requirements for each Drug Product during part or all of the forecasted periods referred to in Section 2.3(a), or such longer period as Patheon and maintain at its cost and expense (subject to Section 5.2(b) below) Gilead may agree to. Accordingly, Gilead agrees that purchases may be made by Patheon in respect of the Materials for a quantity of Components sufficient given Drug Product to satisfy the Manufacturing Services production requirements for Products such Drug Product for the first [***]. Patheon ] months of the forecasted period, or such different period as may make other purchases of Components to meet Manufacturing Services requirements for longer periods if be identified opposite such Materials in the applicable Product-Specific Appendix or agreed to in writing by the partiesParties. Client will give Patheon written authorization to order Components for If any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components Materials ordered by Patheon under Firm Orders or under Section 5.2(a) that in accordance with the foregoing sentence are not included in finished Products manufactured for Client and that have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). Drug Product purchased by Gilead within [***]. If any non-expired Components ] months after the forecasted month in respect of which such purchases have been made (or such longer period as the Parties may agree in writing), Gilead will pay to Patheon its actual costs to acquire such unused Materials and, in the event such Materials are used in Products incorporated into the Drug Product subsequently manufactured for Client or in third party products manufactured purchased by PatheonGilead, Client Gilead will receive credit for any costs of those Components such Materials previously paid to Patheon by ClientGilead. (c) If Client fails to take possession or arrange for delivery of conforming finished Product not accepted by Client within [***] of batch release, Client will pay Patheon [***] for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]. Patheon may ship finished Product held by it longer than one month to Client at Client’s expense on 14 days’ written notice to Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for [***]the first six months contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components (other than Client-Supplied Components) ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured Manufactured for Client and that within six months after the forecasted month for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period period, in each case other than (i) in any case where such Components were not included in finished Product due to Patheon’s failure to comply with this Agreement or when, as a result of such failure, a Component cannot be used in the Manufacturing or supply of a Product or (ii) to the extent that Patheon was legally entitled to cancel the order for such Components without any penalty but failed to do so (collectively, “Obsolete Stock”). [***]This reimbursement will include Patheon’s cost to purchase (plus a 10% handling fee) and destroy the Obsolete Stock. If any non-expired Components are used in Products subsequently manufactured Manufactured for Client or in third party products manufactured Manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails to take possession or arrange for delivery the destruction of conforming non-expired Components within 12 months of purchase pursuant to Section 5.2(b) or, in the case of the Delivery of finished Conforming Product not accepted by Client within [***] one month of batch releaseManufacture, Client will pay Patheon [***] EURO 75 per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at [***]EURO 200 per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month to Client at Client’s expense on 14 days’ written notice to Client.

Reliance by Patheon. (a) Client understands and acknowledges that Patheon will rely on the Firm Orders and rolling forecasts submitted under Sections 5.1(a), and (b) in ordering the Components (other than Client-Supplied Components) required to meet the Firm Orders. In addition, Client understands that to ensure an orderly supply of the Components, Patheon shall may want to purchase the Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.1(a) or to meet the production requirements of any longer period agreed to by Patheon and maintain at its cost and expense (subject Client. Accordingly, Client authorizes Patheon to Section 5.2(b) below) a quantity of purchase Components sufficient to satisfy the Manufacturing Services requirements for Products for the first […***]…] contemplated in the most recent forecast given by Client under Section 5.1(a). Patheon may make other purchases of Components to meet Manufacturing Services requirements for longer periods if agreed to in writing by the parties. *** Confidential Treatment Requested Client will give Patheon written authorization to order Components for any launch quantities of Product requested by Client which will be considered a Firm Order when accepted by Patheon. (b) Client will reimburse Patheon for the cost of Components ordered by Patheon under Firm Orders or under Section 5.2(a) that are not included in finished Products manufactured for Client and that within […***…] after the forecasted […***…] for which the purchases have been made (or for a longer period as the parties may agree) or if the Components have expired or are rendered obsolete due to changes in artwork or applicable regulations during the period (collectively, “Obsolete Stock”). This reimbursement will include Patheon’s cost to purchase (plus a […***…]% handling fee) and destroy the Obsolete Stock. If any non-expired Components are used in Products subsequently manufactured for Client or in third party products manufactured by Patheon, Client will receive credit for any costs of those Components previously paid to Patheon by Client. (c) If Client fails to take possession or arrange for the destruction of non-expired Components within […***…] of purchase or, in the case of the delivery of conforming finished Product not accepted by Client within […***…] of batch releasemanufacture, Client will pay Patheon USD$[…***…] per pallet, per month thereafter for storing the Components or finished Product. Storage fees for Components or Product which contain controlled substances or require refrigeration will be charged at USD$[…***]…] per pallet per month. Storage fees are subject to a one pallet minimum charge per month. Patheon may ship finished Product held by it longer than one month […***…] to Client at Client’s expense on 14 […***…] days’ written notice to Client.