Common use of Client’s Modification or Cancellation of Purchase Orders Clause in Contracts

Client’s Modification or Cancellation of Purchase Orders. A. Client may modify the delivery date or quantity of Product in a Purchase Order only by submitting a written change order to Catalent at least [**] days in advance of the earliest Processing Date covered by such change order. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, and notwithstanding the foregoing, Client shall remain responsible for the Firm Commitment. Catalent shall not reject any such modification unless it will be unable, despite commercially reasonable efforts, to perform the Purchase Order as modified subject to Catalent’s good faith equitable consideration, in Catalent’s reasonable discretion, of its then-existing supply commitments and its manufacturing, packaging and equipment capacity. B. Notwithstanding any amounts due to Catalent under Section 4.4 or Section 4.1, if Client fails to place Purchase Orders sufficient to satisfy the Firm Commitment, Client shall pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client had placed Purchase Orders sufficient to satisfy the Firm Commitment. C. Neither changes to nor postponement of any Batch of Product, nor the payment of the fees described in this Section 4.5, will reduce or in any way affect Client’s Minimum Requirement obligations set forth in Section 4.1.

Client’s Modification or Cancellation of Purchase Orders. A. Client may modify the delivery date or quantity of Product in a Purchase Order only by submitting a written change order to Catalent at least [**] days in advance of the earliest Processing Date (of which Catalent notifies Client in accordance with Section 4.3(B) above) covered by such change order. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, and notwithstanding which shall not be unreasonably withheld or delayed; provided, that Catalent shall use commercially reasonable efforts to implement any change orders submitted by such deadline. Notwithstanding the foregoing, Client shall remain responsible for the Firm Commitment. Catalent shall not reject any such modification unless it will be unable, despite commercially reasonable efforts, to perform the Purchase Order as modified subject to Catalent’s good faith equitable consideration, in Catalent’s reasonable discretion, of its then-existing supply commitments and its manufacturing, packaging and equipment capacity. B. Notwithstanding any amounts due to Catalent under Section 4.4 or Section 4.1, if Client fails to place Purchase Orders sufficient to satisfy the Firm Commitment, Catalent shall promptly notify Client of the failure, and Client shall have [**] to cure such failure by placing Purchase Orders sufficient to satisfy the Firm Commitment. If Client fails to cure such failure within the [**] period, Client shall pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client had placed Purchase Orders sufficient to satisfy the Firm CommitmentCommitment and such number of Units shall be counted for purposes of the Minimum Requirement for the applicable Contract Year. C. Neither changes to nor postponement of any Batch of Product, nor the payment of the fees described in this Section 4.5, will reduce or in any way affect effect Client’s Minimum Requirement obligations set forth in Section 4.1.

Client’s Modification or Cancellation of Purchase Orders. A. Client may modify the delivery date or quantity of Product in a Purchase Order only by submitting a written change order to Catalent at least [***] business days in advance of the earliest Processing Date covered by such change order. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, and notwithstanding the foregoing, Client shall remain responsible for the Firm Commitment. Catalent shall not reject any such modification unless it will be unable, despite commercially reasonable efforts, to perform the Purchase Order as modified subject to Catalent’s good faith equitable consideration, in Catalent’s reasonable discretion, of its then-existing supply commitments and its manufacturing, packaging and equipment capacity. B. Notwithstanding any amounts due to Catalent under Section 4.4 or Section 4.1, if Client fails to place Purchase Orders sufficient to satisfy the Firm Commitment, Client shall pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client had has placed Purchase Orders sufficient to satisfy the Firm CommitmentCommitment and Catalent shall Process and deliver such quantity of Product as if Purchase Orders sufficient to satisfy the Firm Commitment had been placed. C. Neither changes to nor postponement of any Batch of Product, nor the payment of the fees described in this Section 4.5, will reduce or in any way affect effect Client’s Minimum Requirement obligations set forth in Section 4.1; provided, however, any payment pursuant to this Section 4.5 shall be applied towards the Minimum Requirement.

Client’s Modification or Cancellation of Purchase Orders. A. Client may modify the delivery Delivery date or quantity of Product in a Purchase Order only by submitting a written change order request to Catalent at least [***] days in advance of the earliest Processing Date scheduled Delivery date covered by such change orderPurchase Order, subject to the Firm Commitment. Such change order to the Purchase Order shall be effective and binding against Catalent only upon the written approval of Catalent, and and, notwithstanding the foregoingany such written approval, Client shall remain responsible for the total quantity of Product subject to the Firm Commitment. Catalent shall not reject any such modification unless it will be unable, despite commercially reasonable efforts, to perform the Purchase Order as modified subject to Catalent’s good faith equitable consideration, in Catalent’s reasonable discretion, of its then-existing supply commitments and its manufacturing, packaging and equipment capacity. B. Notwithstanding any amounts amount due to Catalent under Section 4.4 or Section 4.1, and subject to the applicable relief available to Client under this Agreement, if Client fails to place Purchase Orders sufficient to satisfy the Firm Commitment, Client shall pay to Catalent in accordance with Article 7 the Unit Pricing for all Units that would have been Processed if Client had placed Purchase Orders sufficient to satisfy the Firm Commitment. C. Neither changes to nor postponement of any Batch of ProductProduct initiated or caused by Client, nor the payment of the fees described in this Section 4.5, will reduce or in any way affect Client’s the Minimum Requirement obligations set forth in Section 4.1. Notwithstanding the foregoing, payments made in accordance with Section 4.5B for Units that would have been Processed if Client had placed Purchase Orders sufficient to satisfy the Firm Commitment will count toward the Minimum Requirement.

Client’s Modification or Cancellation of Purchase Orders. A. Client may modify the delivery date or quantity of Product in a Purchase Order only by submitting a written change order to Catalent at least […***…] days in advance of the earliest Processing Date delivery date (which period shall be reduced to […***…] days for delivery dates/quantities scheduled for delivery in the first […***…] months after the Commencement Date) covered by such change order, or on such other timeline or other quantity as may be mutually agreed by the Parties. Such change order shall be effective and binding against Catalent only upon the written approval of Catalent, and and, notwithstanding the foregoingany such written approval, Client shall remain responsible for the Firm Commitment. Catalent shall not reject any such modification unless it will be unable, despite commercially reasonable efforts, to perform the Purchase Order as modified subject to Catalent’s good faith equitable consideration, in Catalent’s reasonable discretion, of its then-existing supply commitments and its manufacturing, packaging and equipment capacity. B. Notwithstanding any amounts amount due to Catalent under Section 4.4 or Section 4.1, if Client fails to place Purchase Orders sufficient to satisfy the Firm Commitment, Client shall pay to Catalent in accordance with Article 7 […***….] Any amounts paid by Client pursuant to this Section 4.5(B) shall be counted toward the Unit Pricing Minimum Commitment for all Units that would have been Processed if Client had placed Purchase Orders sufficient to satisfy the Firm Commitmentapplicable Contract Year. C. Neither changes to nor postponement of any Batch of Product, nor the payment of the fees described in this Section 4.5, will reduce or in any way affect Client’s the Minimum Requirement Commitment obligations set forth in Section 4.1.