Common use of Firm Commitments Clause in Contracts

Firm Commitments. (a) Each Firm Commitment shall be a binding commitment for the quantities of each Product forecast for the first [**] calendar months of the Long-Term Forecast. The quantity of each Product specified in any Firm Commitment for delivery to, and purchase by, Company in any calendar quarter shall not be less than [**] percent ([**]%) of the quantities forecasted for such quantities when it was the applicable Firm Forecast (the “Minimum Order Requirement”). (b) With respect to each Firm Commitment, Company shall submit to AAIPharma binding written purchase orders (a “Firm Order”) no later than [**] days prior to the requested delivery dates confirming the quantity of each Product ordered (which shall be in full Batch quantities), the requested delivery dates, and such other information as AAIPharma may find reasonably necessary to Manufacture the ordered Products. AAIPharma will confirm the requested delivery dates within [**] business days of receipt of a Firm Order. (c) If Company fails to order and purchase the Minimum Order Requirement, then within [**] days following the end of the quarter in which the Minimum Order Requirement was not met, Company shall pay to AAIPharma the difference between: (i) the Purchase Price for the applicable Minimum Order Requirement, and (ii) the Purchase Price that was paid by Company for the quantity ordered. Furthermore, Company agrees that purchases may be made by AAIPharma of the Raw Materials, packaging components and other items to satisfy the production requirements for the Long-Term Forecast. In such circumstances, if such Raw Materials, packaging components and other items are not included in finished Products purchased by Company within [**] months after such purchases have been made (or such longer period as the Parties may have agreed to), Company will pay to AAIPharma its costs thereof and, in the event such Materials are incorporated into Products subsequently purchased by Company, Company will receive credit for any of such costs previously paid to AAIPharma by Company. (d) AAIPharma shall Manufacture and prepare for shipment the quantity of a Product specified in the Firm Commitment and related purchase orders. Notwithstanding the foregoing, with respect to a Product, in no event shall AAIPharma be required in any calendar quarter to deliver more than [**] percent ([**]%) of the quantities in the applicable Firm Forecast, but AAIPharma shall use its commercially reasonable and good faith efforts to deliver quantities in excess of [**]% of the applicable Firm Forecast. The Firm Commitments shall be made available for shipment in accordance with Section 4.4.

Firm Commitments. (a) Each Firm Commitment shall be a binding commitment for the quantities of each Product forecast forecasted for the first [**] calendar months quarter of the Long-Term Forecast. The quantity of each Product specified in any Firm Commitment for delivery to, and purchase by, Company Purchaser in any calendar quarter shall not be less than [**] percent ([**]%) 80% of the quantities forecasted for such quantities when it was the applicable Firm Forecast (the “"Minimum Order Requirement”"). Notwithstanding anything in this Agreement to the contrary, in no event shall Purchaser purchase less than 1600 kilograms of azathioprine API during a calendar year, which shall be (i) used in the Manufacture of Azathioprine Product under this Agreement or (ii) delivered to Purchaser or as otherwise directed by Purchaser in accordance with this Agreement; provided, however, that in no event shall Purchaser be required to purchase any azathioprine API if 1600 kilograms of azathioprine API were used in the Manufacture of Azathioprine Product for Purchaser, and AAI DS shall only invoice Purchaser for unused azathioprine API, if any, following the end of such calendar year. (b) With respect to each Firm Commitment, Company Purchaser shall submit to AAIPharma AAI DS binding written purchase orders (a “"Firm Order”") no later than [**] days prior to the requested delivery dates confirming the quantity of each Product ordered (which shall be in full Batch quantities), the requested delivery datesdates (which delivery dates shall not exceed [**] times per calendar quarter and shall be on a Business Day), the destinations and such other information as AAIPharma AAI DS may find reasonably necessary to Manufacture the ordered Products. AAIPharma will confirm the requested delivery dates within [**] business days of receipt of a Firm Order. (c) If Company Purchaser fails to order and purchase the Minimum Order Requirement, then within [**] days following the end of the quarter in which the Minimum Order Requirement was not met, Company Purchaser shall pay to AAIPharma AAI DS the difference between: (i) the Purchase Price for the applicable Minimum Order Requirement, and (ii) the Purchase Price that was paid by Company Purchaser for the quantity ordered. Furthermore, Company agrees that purchases may be made by AAIPharma of the Raw Materials, packaging components and other items to satisfy the production requirements for the Long-Term Forecast. In such circumstances, if such Raw Materials, packaging components and other items are not included in finished Products purchased by Company within [**] months after such purchases have been made (or such longer period as the Parties may have agreed to), Company will pay to AAIPharma its costs thereof and, in the event such Materials are incorporated into Products subsequently purchased by Company, Company will receive credit for any of such costs previously paid to AAIPharma by Company. (d) AAIPharma AAI DS shall Manufacture and prepare for shipment deliver the quantity of a Product specified in the Firm Commitment and related purchase orders. Notwithstanding the foregoing, with respect to a Product, in no event shall AAIPharma AAI DS be required in any calendar quarter month to deliver more than [**] percent the lesser of (i) the Maximum Purchase Quantities for such Product, or (ii) as applicable, (x) [**]%% of the quantities of such Product in the applicable Firm Forecast if such Product is the methadone hydrochloride Product or (y) or [**]% of the quantities in the applicable Firm ForecastForecast if such Product is a Product other than the methadone hydrochloride Product, but AAIPharma AAI DS shall use its commercially reasonable and good faith efforts to deliver quantities in excess of [**]% or [**]%, as applicable, of the applicable Firm Forecast. The Firm Commitments shall be made available for shipment in accordance with Section 4.4.Forecast when such quantity is less than the Maximum

Firm Commitments. (a) Each Firm Commitment shall be a binding commitment for the quantities Provided Company is not in default of each Product forecast for the first this Agreement, [**] calendar months of the Long-Term Forecast. The quantity of each Product specified in any Firm Commitment for delivery to, and purchase by, Company in any calendar quarter shall not be less than [**] percent ([**]%) of the quantities forecasted for such quantities when it was the applicable Firm Forecast (the “Minimum Order Requirement”). (b) Except as provided in Section 2.5(a) above, [*], as determined by the Manufacturing start dates, shall be [*] for Company to produce such quantities on the delivery dates described therein and for Client to purchase the quantities of API specified therein (the “API Firm Commitment”); [*] shall be [*] upon the Parties. (c) Client understands that to ensure a timely supply of API and Drug Product, it is necessary for Company to Manufacture CML-474 in sufficient volumes to meet the forecasted production requirements for API in Client’s Rolling Forecast. Client understands and agrees that Company shall rely upon the Rolling Forecast to produce such quantities of CML-474 as required to meet the forecasted quantities of API in Client’s Firm Commitment. Client will review plans for CML-474 Manufacturing and the Parties shall agree to the plan to support API supply. (d) With respect to each API Firm Commitment, Company Client shall submit to AAIPharma Company binding written purchase orders (a an “API Firm Order”) no later than [**] days prior to the requested delivery dates confirming the quantity of each Product API ordered and CML-474 as required by Company (which shall be in full Batch quantities), the requested delivery dates, and such other information as AAIPharma Company may find reasonably necessary to Manufacture the ordered ProductsAPI and CML-474, if applicable. AAIPharma Company will confirm acceptance of any API Firm Order (consistent with this Agreement) within [*] of receipt and respond with a schedule of estimated Manufacture start dates and estimated delivery dates. Except as provided in Section 3.10 of this Agreement, the Parties expressly agree that any requested delivery dates within [**] business days shall not be binding on Company and that any timelines represent the Parties’ best estimates of receipt of a Firm Orderthe timing for the various activities or Services to be performed. (ce) If All purchase orders shall be placed in accordance with this Section 4.2 and no later than nine (9) months prior to the planned Manufacturing start date. Company fails to order and purchase the Minimum Order Requirement, then within [**] days following the end of the quarter in which the Minimum Order Requirement was not met, Company shall pay to AAIPharma the difference between: (i) the Purchase Price for the applicable Minimum Order Requirement, and (ii) the Purchase Price that was paid by Company for the quantity ordered. Furthermore, Company agrees that purchases may be made by AAIPharma of the Raw Materials, packaging components and other items to satisfy the production requirements for the Long-Term Forecast. In such circumstances, if such Raw Materials, packaging components and other items are not included in finished Products purchased by Company within [**] months after such purchases have been made (or such longer period as the Parties may have agreed to), Company will pay to AAIPharma its costs thereof and, in the event such Materials are incorporated into Products subsequently purchased by Company, Company will receive credit for any of such costs previously paid to AAIPharma by Company. (d) AAIPharma shall Manufacture and prepare for shipment the quantity of a Product API specified in the API Firm Commitment Order and related purchase orders. Notwithstanding the foregoing, with respect to a Product, in no event shall AAIPharma be required in any calendar quarter to deliver more than If [**] percent ([**]%) = 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 quantities in the applicable Firm ForecastSecurities Exchange Act of 1934, but AAIPharma as amended. requested by Client, Company shall use its commercially reasonable and good faith efforts to deliver quantities in excess of [**]% ] of the applicable API Firm ForecastOrder subject to available capacity. The API Firm Commitments Order shall be made available for shipment in accordance with Section 4.46.1 (Delivery/Shipment). (f) Company’s acceptance of any API Firm Commitment or purchase order is contingent upon Company’s ability to obtain a DEA quota. Further, Company’s ability to Manufacture designated quantities of API for Client shall be contingent upon Company obtaining a DEA quota sufficient to meet Client’s commercial API demand. Company reserves the right to modify any API Firm Order, as needed, to comply with regulatory requirements, including DEA quota. At the time Company is required by DEA to submit request for controlled substance quota (currently in the month of May of the current year for the following year) Company shall use commercially reasonable efforts to obtain necessary DEA quotas using the most current Rolling Forecast. Additional requests will be made as required based on increases to the API Firm Order.

Firm Commitments. (a) Each Firm Commitment shall be a binding commitment for the quantities of each Product forecast forecasted for the first [**] calendar months quarter of the Long-Term Forecast. The quantity of each Product specified in any Firm Commitment for delivery to, and purchase by, Company Purchaser in any calendar quarter shall not be less than [**] percent ([**]%) 80% of the quantities forecasted for such quantities when it was the applicable Firm Forecast (the “"Minimum Order Requirement”"). Notwithstanding anything in this Agreement to the contrary, in no event shall Purchaser purchase less than [**] kilograms of azathioprine API during a calendar year, which shall be (i) used in the Manufacture of Azathioprine Product under this Agreement or (ii) delivered to Purchaser or as otherwise directed by Purchaser in accordance with this Agreement; provided, however, that in no event shall Purchaser be required to purchase any azathioprine API if [**] kilograms of azathioprine API were used in the Manufacture of Azathioprine Product for Purchaser, and AAI DS shall only invoice Purchaser for unused azathioprine API, if any, following the end of such calendar year. (b) With respect to each Firm Commitment, Company Purchaser shall submit to AAIPharma AAI DS binding written purchase orders (a “"Firm Order”") no later than [**] days prior to the requested delivery dates confirming the quantity of each Product ordered (which shall be in full Batch quantities), the requested delivery datesdates (which delivery dates shall not exceed [**] times per calendar quarter and shall be on a Business Day), the destinations and such other information as AAIPharma AAI DS may find reasonably necessary to Manufacture the ordered Products. AAIPharma will confirm the requested delivery dates within [**] business days of receipt of a Firm Order. (c) If Company Purchaser fails to order and purchase the Minimum Order Requirement, then within [**] days following the end of the quarter in which the Minimum Order Requirement was not met, Company Purchaser shall pay to AAIPharma AAI DS the difference between: (i) the Purchase Price for the applicable Minimum Order Requirement, and (ii) the Purchase Price that was paid by Company Purchaser for the quantity ordered. Furthermore, Company agrees that purchases may be made by AAIPharma of the Raw Materials, packaging components and other items to satisfy the production requirements for the Long-Term Forecast. In such circumstances, if such Raw Materials, packaging components and other items are not included in finished Products purchased by Company within [**] months after such purchases have been made (or such longer period as the Parties may have agreed to), Company will pay to AAIPharma its costs thereof and, in the event such Materials are incorporated into Products subsequently purchased by Company, Company will receive credit for any of such costs previously paid to AAIPharma by Company. (d) AAIPharma AAI DS shall Manufacture and prepare for shipment deliver the quantity of a Product specified in the Firm Commitment and related purchase orders. Notwithstanding the foregoing, with respect to a Product, in no event shall AAIPharma AAI DS be required in any calendar quarter month to deliver more than [**] percent the lesser of (i) the Maximum Purchase Quantities for such Product, or (ii) as applicable, (x) [**]%% of the quantities of such Product in the applicable Firm Forecast if such Product is the methadone hydrochloride Product or (y) or [**]% of the quantities in the applicable Firm ForecastForecast if such Product is a Product other than the methadone hydrochloride Product, but AAIPharma AAI DS shall use its commercially reasonable and good faith efforts to deliver quantities in excess of [**]% or [**]%, as applicable, of the applicable Firm Forecast. The Firm Commitments shall be made available for shipment in accordance with Section 4.4.Forecast when such quantity is less than the Maximum