Common use of Forecasts and Firm Orders Clause in Contracts

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days prior to the beginning of each calendar month during the Term, Purchaser shall give Producer a rolling forecast (each a “Forecast”) of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period agreed by such Purchaser and Producer in writing from time to time, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility (and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective parties (a “Firm Order”), subject to Section 2.9(b). The quantities of Supplied Products (or any components thereof, if applicable and different from the binding period for Supplied Products generally) for the months of the non-binding forecast specifically agreed in writing by the Producer and Purchaser from time to time may not vary by more than the amount agreed by such Parties. Forecasts relating to each Supplied Product beginning on the Effective Date were delivered to Producer by Purchaser at the time of signing this Agreement (or, if not so delivered, will be delivered prior to the applicable Effective Date). Minimum per order quantities for each Supplied Product, if any, shall be agreed in writing by the Purchaser and Producer from time to time. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.9(a) (subject to the other terms of this Agreement), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and delivery dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Products included in the applicable Firm Order and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use its commercially reasonable efforts to meet the shipment dates set forth in each Firm Order, but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If Producer’s actual production of any Supplied Product exceeds Purchaser’s Firm Orders for such Supplied Product, Purchaser shall purchase such excess up to 5% above the Firm Orders, and Firm Orders for the succeeding month or months shall be reduced by such excess. Purchaser shall have no obligation to purchase in excess of 5% above any Firm Order. (e) Prior to exercising rights set forth in Sections 2.9(c) or (d) above to elect early delivery or to require excess purchases, Producer shall provide Notice to Purchaser of its intent to exercise such rights. If, in response to any such Notice, Purchaser shall inform Producer in writing that Purchaser would suffer a warehousing space constraint if Producer were to deliver Supplied Products prior to the requested shipment date set forth in a Firm Order or in excess of the amounts set forth in a Firm Order, Producer shall not be entitled to exercise the rights set forth in Sections 2.9(c) and (d) above to elect early shipment or to require excess purchases. (f) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (g) The parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the parties, but such longer-range forecasts shall not constitute a commitment by either party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days prior to the beginning of each calendar month during the Term, Purchaser shall give Producer a rolling forecast (each a “Forecast”) of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period agreed by such Purchaser and Producer specified in writing from time to timeExhibit A, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. The Forecast for the binding period specified in Exhibit A shall contain specific dates for shipment (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility (Facility, and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective parties Parties (a “Firm Order”), subject to Section 2.9(b2.8(b). The quantities of Supplied Products (or any components thereof, if applicable and different from the binding period for Supplied Products generally) for the months final month of the non-applicable binding forecast specifically agreed in writing by the Producer and Purchaser from time period subject to time a Firm Order may not vary by more than 15% from the amount agreed by forecasted quantities contained in the immediately preceding Forecast for such Partiesmonth prior to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning on the Effective Date date of this Agreement were delivered to Producer by Purchaser ▇▇▇▇▇▇▇▇▇ at the time of signing this Agreement (orAgreement. Without limiting Section 2.2, if not so delivered, will be delivered prior to the applicable Effective Date). Minimum minimum per order quantities for each Supplied Product, if any, shall be agreed set forth in writing by the Purchaser and Producer from time to time.Exhibit A. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.9(a) (subject to the other terms of this Agreement2.8(a), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and delivery shipment dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Products included in the applicable Firm Order and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product but shall have no obligation to pay for any such excess Supplied Products that are Producer Products. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use its commercially reasonable efforts to meet the shipment dates set forth in each Firm Order, Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If Producer’s actual production of any Supplied Product exceeds Purchaser’s Firm Orders for such Supplied Product, Purchaser shall purchase such excess up to 5% above the Firm Orders, and Firm Orders for the succeeding month or months shall be reduced by such excess. Purchaser shall have no obligation to purchase in excess of 5% above any Firm Order. (e) Prior to exercising rights set forth in Sections 2.9(c) or (d) above to elect early delivery or to require excess purchases, Producer shall provide Notice to Purchaser of its intent to exercise such rights. If, in response to any such Notice, Purchaser shall inform Producer in writing that Purchaser would suffer a warehousing space constraint if Producer were to deliver Supplied Products prior to the requested shipment date set forth in a Firm Order or in excess of the amounts set forth in a Firm Order, Producer shall not be entitled to exercise the rights set forth in Sections 2.9(c) and (d) above to elect early shipment or to require excess purchases. (f) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (ge) The parties Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the partiesParties, but such longer-range forecasts shall not constitute a commitment by either party Party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days prior to the beginning of each calendar month during the Term, Purchaser shall give Producer a rolling forecast (each a “Forecast”) of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period agreed by such Purchaser and Producer specified in writing from time to timeExhibit A, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. The Forecast for the binding period specified in Exhibit A shall contain specific dates for shipment (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility (Facility, and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective parties Parties (a “Firm Order”), subject to Section 2.9(b2.8(b). The quantities of Supplied Products (or any components thereof, if applicable and different from the binding period for Supplied Products generally) for the months final month of the non-applicable binding forecast specifically agreed in writing by the Producer and Purchaser from time period subject to time a Firm Order may not vary by more than 15% from the amount agreed by forecasted quantities contained in the immediately preceding Forecast for such Partiesmonth prior to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning on the Effective Date date of this Agreement were delivered to Producer by Purchaser ▇▇▇▇▇▇▇▇▇ at the time of signing this Agreement (orAgreement. Without limiting Section 2.2, if not so delivered, will be delivered prior to the applicable Effective Date). Minimum minimum per order quantities for each Supplied Product, if any, shall be agreed set forth in writing by the Purchaser and Producer from time to time.Exhibit A. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.9(a) (subject to the other terms of this Agreement2.8(a), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and delivery shipment dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Products included in the applicable Firm Order and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use its commercially reasonable efforts to meet the shipment dates set forth in each Firm Order, Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If Producer’s actual production of any Supplied Product exceeds Purchaser’s Firm Orders for such Supplied Product, Purchaser shall purchase such excess up to 5% above the Firm Orders, and Firm Orders for the succeeding month or months shall be reduced by such excess. Purchaser shall have no obligation to purchase in excess of 5% above any Firm Order. (e) Prior to exercising rights set forth in Sections 2.9(c) or (d) above to elect early delivery or to require excess purchases, Producer shall provide Notice to Purchaser of its intent to exercise such rights. If, in response to any such Notice, Purchaser shall inform Producer in writing that Purchaser would suffer a warehousing space constraint if Producer were to deliver Supplied Products prior to the requested shipment date set forth in a Firm Order or in excess of the amounts set forth in a Firm Order, Producer shall not be entitled to exercise the rights set forth in Sections 2.9(c) and (d) above to elect early shipment or to require excess purchases. (f) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (ge) The parties Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the partiesParties, but such longer-range forecasts shall not constitute a commitment by either party Party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product2.3.1 Starting after the placement of the First Order, at least seven calendar days prior to on or before the beginning first day of each calendar month during the Termmonth, Purchaser Customer shall give Producer a rolling forecast (each a “Forecast”) Albemarle Customer’s good faith written estimate of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period agreed by such Purchaser and Producer in writing from time to time, which Forecast shall satisfy all of the Customer’s projected requirements of the master scheduling system employed from time Product for delivery during the upcoming twelve (12) months. Such forecasts constitute non-binding, good faith estimates provided solely to time by Producerassist Albemarle in raw material procurement, production planning and manufacturing of the Product. Producer and Purchaser Albemarle shall cooperate use these forecasts to cause shipments to occur promptly after release at the Production Facility (procure long leadtime raw materials. 2.3.2 Customer acknowledges that, since Product is a product made exclusively for Customer, and in order to accommodate Albemarle’s planning, manufacturing, analytical testing and release of the Product, Customer agrees to place a binding non-cancelable written purchase order for the delivery of any case Product required in a reasonable manner to avoid unreasonable the first three (3) month period of the initial or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective parties any updated forecast (a “Firm Order”). Customer further agrees to place Firm Orders in one-batch increments, subject each batch to Section 2.9(b)consist of approximately 1,350 kg. The quantities Albemarle shall, upon receipt of Supplied Products (or any components thereofFirm Order after the First Order, if deliver ordered batches of Product within the Lead Time applicable and different from to such Firm Order, which period shall be shortened, as much as possible, taking into account the availability of raw materials. 2.3.3 In the event that Customer does not place binding period orders for Supplied Products generally) Product consistent with the forecasted quantities, then in order to compensate Albemarle for the months actual and full costs of procuring long lead time raw materials, Customer shall pay Albemarle the documented direct costs associated with any unused quantity of such raw materials purchased by Albemarle specifically for the manufacture of the non-binding forecast specifically agreed in writing by the Producer and Purchaser from time to time may not vary by more than the amount agreed by such Parties. Forecasts relating to each Supplied Product beginning on the Effective Date were delivered to Producer by Purchaser at the time of signing this Agreement (or, if not so delivered, will be delivered prior to the applicable Effective Date). Minimum per order quantities for each Supplied Product, if any, shall be agreed in writing by the Purchaser and Producer from time to time. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.9(a) (subject to the other terms of this Agreement), Producer shall use commercially reasonable provided that Albemarle has made good faith efforts to meet Purchaser’s requested quantities and delivery dates return such raw materials to their manufacturers for increased orders in excess of credit. Any such raw materials, for which Customer pays Albemarle the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interruptingdocumented direct costs, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentenceproperty of Customer, and Purchaser Albemarle shall be required promptly assign all right, title and interest in and to pay such raw materials to Customer. Albemarle shall store such unused raw materials at the Customer’s request at no charge for up to one (1) year, and thereafter shall, at Albemarle’s option, continue to store such raw materials at the quantity Customer’s expense and Albemarle shall, upon notice to Customer, deliver them to Customer or its designee. Albemarle shall otherwise, at Customer’s expense, properly dispose of Supplied Products included in the applicable Firm Order any unused raw materials, any rejected Product and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use its commercially reasonable efforts to meet the shipment dates set forth in each Firm Order, but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order waste in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either PartyApplicable Law. (d) If Producer’s actual production of any Supplied Product exceeds Purchaser’s Firm Orders for such Supplied Product, Purchaser shall purchase such excess up to 5% above the Firm Orders, and Firm Orders for the succeeding month or months shall be reduced by such excess. Purchaser shall have no obligation to purchase in excess of 5% above any Firm Order. (e) Prior to exercising rights set forth in Sections 2.9(c) or (d) above to elect early delivery or to require excess purchases, Producer shall provide Notice to Purchaser of its intent to exercise such rights. If, in response to any such Notice, Purchaser shall inform Producer in writing that Purchaser would suffer a warehousing space constraint if Producer were to deliver Supplied Products prior to the requested shipment date set forth in a Firm Order or in excess of the amounts set forth in a Firm Order, Producer shall not be entitled to exercise the rights set forth in Sections 2.9(c) and (d) above to elect early shipment or to require excess purchases. (f) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (g) The parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the parties, but such longer-range forecasts shall not constitute a commitment by either party to purchase or supply.

Forecasts and Firm Orders. Prior to thirty (a30) With respect days after the Final Approval Date, Par shall deliver to each Supplied Pentech a twelve-month forecast of Par's requirements for the Product, . Such forecast shall be provided at least seven calendar thirty (30) days prior to the beginning first requested shipment of the Product. The date of the first shipment shall be the first date of the first twelve-month forecast period. At least sixty (60) days prior to the end of such first twelve-month forecast and for each subsequent twelve-month period thereafter, Par shall provide a twelve-month forecast of Par's requirements for the Product during the next following twelve-month period of this Agreement. The twelve-month forecast shall be updated by Par (i) every six months and (ii) upon Par's determining that a monthly volume contemplated in the most recent forecast has changed by more than 20%. Such forecast shall be non-binding on Par except as set forth below. (A) Firm written orders shall be provided by Par to Pentech on or before the 10th day of each calendar month for the Product to be supplied to Par during each of the three (3) months following the month in which such written order is submitted. (B) Written non-binding forecasts shall be provided on or before the 10th day of each month for the Products that Par then anticipates will be required to be produced and delivered to Par during the Termfourth, Purchaser fifth and sixth months following the month in which such forecast is delivered. Such forecasts shall give Producer be updated by Par upon Par determining that the volumes contemplated in the most recent of such forecasts have changed by more than 20%. (C) The firm written orders submitted by Par to Pentech pursuant to Subsection 3.2(A) shall constitute a rolling forecast (each a “Forecast”) firm obligation to purchase the ordered quantities of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period agreed by such Purchaser and Producer in writing from time to time, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility (and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility"Firm Order") and shall be binding on both Producer Par. The Firm Orders shall include a purchase order number, quantities ordered, monthly delivery schedule and Purchaser regarding such Supplied Product any elements necessary to be purchased or supplied by ensure the respective parties (a “Firm Order”), subject to Section 2.9(b)timely production and delivery of the Product. The quantities of Supplied Products (or any components thereofordered in such Firm Orders shall not be subject to reduction, if applicable provided that, subject to Subsection 3.2(D) below, the delivery dates in respect of Products ordered for delivery during the second and different from the binding period for Supplied Products generally) for the third months of the non-binding forecast specifically agreed in writing by the Producer and Purchaser from time to time may not vary by more than the amount agreed period covered by such Parties. Forecasts relating to each Supplied Product beginning on the Effective Date were delivered to Producer by Purchaser order may be delayed at the time request of signing this Agreement (or, Par if not so delivered, will be delivered such request is made prior to the applicable Effective Date). Minimum per 10th day of the month following the month in which such order quantities for each Supplied Product, if any, shall be agreed in writing by the Purchaser and Producer from time is provided to timePentech. (bD) Each If Par postpones delivery of Firm Order Orders as permitted pursuant to Subsection 3.2(C) and at the end of six months following the month in which such Firm Orders would otherwise have been met by Pentech but for such postponement, Par has not taken delivery of all of the Products covered by such Orders, Pentech may require Par to purchase all remaining finished Products which it or its Subcontractor has manufactured to fill such postponed Firm Orders. In addition, Pentech may require Par to pay to Pentech the cost of any raw materials than held by Pentech or its Subcontractor for use in the manufacture of the Products required to fill those Firm Orders, at Pentech's cost therefore. Par shall give rise to receive a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.9(a) (subject credit from Pentech to the extent that any of such materials are subsequently used in the production of Products. (E) Par understands and acknowledges that Pentech and its Subcontractor will rely on the Firm Orders submitted under this Article 3 in ordering the materials to meet such orders. In addition, Par understands that to ensure an orderly supply of such materials and to achieve economies of scale in the costs thereof, it may be desirable for Pentech or its Subcontractor to purchase such materials in sufficient volumes to meet the forecasted production requirements for Products during a six-month or twelve-month period. Accordingly, Par agrees that purchases may be made by Pentech or its Subcontractor in respect of the Product raw materials to satisfy the production requirements for Products for forecasted periods of up to twelve-months. In such circumstances, if such materials are not included in finished Products purchased by Par within six months after the forecasted month in respect of which such purchases have been made (or such longer period as other terms parties may have agreed to), Par will pay to Pentech its costs thereof and, in the event such materials are incorporated into Products subsequently purchased by Par, Par will receive credit for any such costs previously paid to Pentech by Par. (F) To the extent that any purchase order, or any acceptance documentation of Pentech, has terms, conditions or provisions inconsistent with this Agreement, the terms, conditions and provisions of this Agreement)Agreement shall control. Subject to Section 3.1 hereto, Producer Par shall use commercially reasonable efforts to meet Purchaser’s requested quantities and delivery dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall not be required to pay for purchase any minimum amount of the quantity of Supplied Products included in the applicable Firm Order and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times Product during the Term, Producer shall use its commercially reasonable efforts to meet any Renewal Term or during any other time period. The Product may only be ordered in the shipment dates minimum run order quantities set forth in each Firm Order, but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. Exhibit A. (G) In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability prior addition to the delivery date required obligations set forth under Article 7, if this Agreement expires or is terminated in such Firm Orderwhole or in part for any reason other than a default by Pentech, Par shall (i) purchase, at Pentech's cost, the Product inventory held by Pentech and the Parties will discuss alternate delivery dates its Subcontractor in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If Producer’s actual production contemplation of any Supplied Product exceeds Purchaser’s Firm Orders for such Supplied Product, Purchaser shall purchase such excess up to 5% above the filling Firm Orders, and Firm Orders for (ii) satisfy the succeeding month purchase price payable pursuant to Pentech's or months shall be reduced Subcontractor's orders with suppliers of Product raw materials provided such orders were made by such excess. Purchaser shall have no obligation to purchase in excess of 5% above any Firm Order. (e) Prior to exercising rights set forth in Sections 2.9(c) Pentech or (d) above to elect early delivery or to require excess purchases, Producer shall provide Notice to Purchaser of its intent to exercise such rights. If, in response to any such Notice, Purchaser shall inform Producer in writing that Purchaser would suffer a warehousing space constraint if Producer were to deliver Supplied Products prior to the requested shipment date set forth in a Firm Order or in excess of the amounts set forth in a Firm Order, Producer shall not be entitled to exercise the rights set forth in Sections 2.9(c) and (d) above to elect early shipment or to require excess purchases. (f) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer Subcontractor in reasonable detail that such failure will result in a material negative economic impact reliance on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customersFirm Orders. (g) The parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the parties, but such longer-range forecasts shall not constitute a commitment by either party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days prior to Beginning on the beginning Effective Date and on or before the last business week of the preceding each calendar month during of the Term, Purchaser Manufacturer shall give Producer provide Sharp with a twelve (12) month rolling forecast (each each, a “Forecast”) of Manufacturer’s quantity and Delivery date requirements for the orders Purchaser expects to place with Producer for such Supplied Product for Packaged Products. (b) The first three (3) months of each month during the rolling forecast period agreed by such Purchaser and Producer in writing from time to time, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility constitute a firm order (and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective parties (a “Firm Order”). For ordering packaging materials and scheduling capacity, subject to Section 2.9(b). The quantities Manufacturer shall provide Sharp with a purchase order for the value of Supplied Products the three (or any components thereof, if applicable and different from the binding 3) month Firm Order period for Supplied the Packaged Products generally) for the months of the non-binding forecast specifically agreed in writing by the Producer and Purchaser from time to time may not vary by more than the amount agreed by such Partiesbe supplied during that period. Forecasts relating to each Supplied Product beginning on the Effective Date were delivered to Producer by Purchaser at the time of signing this Agreement (or, if not so delivered, will be delivered prior to the applicable Effective Date). Minimum per order quantities for each Supplied Product, if any, shall be agreed in writing by the Purchaser and Producer from time to time. (b) Each Every Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept specify the quantities and pay Delivery dates for the quantities of Supplied Packaged Products referred to therein. Notwithstanding the foregoing or Section 2.9(a) (subject to the other terms of this Agreement), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and delivery dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Products included in the applicable Firm Order period. So long as the quantity and available for delivery, as such Delivery date requirements set forth in each Firm Order may be modified by Purchaser pursuant to the preceding sentenceis achievable, if applicable. Firm Orders Sharp shall be governed by the terms of this Agreement and in the event of respond with an inconsistency between any other documentation related to a order acknowledgment for each Firm Order and this Agreementan estimated date that Sharp will Release the Packaged Products and, this Agreement shall applyon such Release, make the products available to ship (the “Available to Ship Date”) within five (5) business days. If quantity and Delivery date requirements in the Firm Order is not achievable, or if either Sharp or the Manufacturer desire to subsequently amend a Firm Order, then the parties will cooperate in good faith and act reasonably to issue and substitute a mutually agreeable revised Firm Order (a “Revised Firm Order”) and revised Available to Ship Date at least thirty (30) days prior to the scheduled start of the relevant production. (c) At all times during Despite anything to the Term, Producer shall use its commercially reasonable efforts to meet the shipment dates contrary set forth in each Firm Orderthis Agreement, including, without limitation, Section 5.3 (Invoices), Sharp may immediately invoice on receipt of the Purchase Order for Packaging Materials it orders as Safety Stock and, upon receipt of such invoice, Manufacturer shall (as soon as practicable but no later than 30 days from the date of invoice) pay to Sharp any amounts that Sharp may incur in connection with its procurement or provision of any Packaging Materials in addition to those packaging materials ordered by Sharp pursuant to Section 4.2(b) that are ordered by Sharp as mutually agreed additional stock to accommodate any changes to Manufacturer’s orders or any Revised Purchase Orders (“Safety Stock”); provided, however, Sharp shall have no obligation adjust relevant future invoices to maintain materials necessary account for such pre-paid Packaging Materials to meet any Firm Orders prior the extent the corresponding shipment of Packaged Products utilized such Safety Stock. The Parties expressly agree that Manufacturer shall be liable for all amounts related to any order becoming ▇▇▇▇▇’▇ procurement or provision of Safety Stock, regardless of whether a Firm Order. In Purchase Order has been submitted for the event Producer will not be able to fulfill any Firm Order utilization of such Safety Stock in accordance connection with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware production of such inability prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either PartyPackaged Product. (d) If Producer’s actual production Authorization for Sharp to Procure Packaging Materials Based on Rolling Forecast With Lead Times Greater Than 90 Days. Despite anything to the contrary in this Agreement or a PSS, if the lead time necessary to acquire Packaging Materials is estimated to take ninety (90) or more days between the order of any Supplied Product exceeds Purchaser’s Firm Orders such Packaging Materials and the anticipated use of those Packaging Materials, upon delivering written notice to Manufacturer, Sharp shall submit orders for such Supplied Product, Purchaser shall purchase such excess up to 5% above Packaging Materials based on the Firm Orders12-month rolling forecast (“Forecast”) in a timely manner, and Firm Orders Manufacturer shall provide Sharp a Purchase Order for those Packaging Materials and be liable for the succeeding month or months shall be reduced costs of such Packaging Materials and any costs relating to destruction (if required) of such Packaging Materials incurred by such excess. Purchaser shall have no obligation to purchase in excess of 5% above any Firm OrderSharp. (e) Prior to exercising rights set forth in Sections 2.9(c) Nothing printed or (d) above to elect early delivery or to require excess purchases, Producer shall provide Notice to Purchaser of its intent to exercise such rights. If, in response to written on any such Notice, Purchaser shall inform Producer in writing that Purchaser would suffer a warehousing space constraint if Producer were to deliver Supplied Products prior to the requested shipment date set forth in a Firm Order or in excess of the amounts set forth in a Firm Order, Producer Sharp order acknowledgement, or on any other similar form or document shall modify or expand either party's obligations under this Agreement. Any pre-printed terms and conditions contained in any such Firm Order, order acknowledgement, or other such form or document shall not be entitled to exercise the rights set forth in Sections 2.9(c) and (d) above to elect early shipment or to require excess purchasesapply. (f) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (g) The parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the parties, but such longer-range forecasts shall not constitute a commitment by either party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product2.3.1 Starting after the placement of the First Renewal Order, at least seven calendar days prior to on or before the beginning first day of each calendar month during the Termmonth, Purchaser Customer shall give Producer a rolling forecast (each a “Forecast”) Albemarle Customer’s good faith written estimate of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period agreed by such Purchaser and Producer in writing from time to time, which Forecast shall satisfy all of the Customer’s projected requirements of the master scheduling system employed from time Product for delivery during the upcoming twelve (12) months. Such forecasts constitute non-binding, good faith estimates provided solely to time by Producerassist Albemarle in raw material procurement, production planning and manufacturing of the Product. Producer and Purchaser Albemarle shall cooperate use these forecasts to cause shipments to occur promptly after release at the Production Facility (procure long leadtime raw materials. 2.3.2 Customer acknowledges that, since Product is a product made exclusively for Customer, and in order to accommodate Albemarle’s planning, manufacturing, analytical testing and release of the Product, Customer agrees to place a binding non-cancelable written purchase order for the delivery of any case Product required in a reasonable manner to avoid unreasonable the first three (3) month period of the initial or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective parties any updated forecast (a “Firm Order”). Customer further agrees to place Firm Orders in one-batch increments, subject each batch to Section 2.9(b)consist of approximately 1,450 kg. The quantities Albemarle shall, upon receipt of Supplied Products (or any components thereofFirm Order after the First Renewal Order, if deliver ordered batches of Product within the Lead Time applicable and different from to such Firm Order, which period shall be shortened, as much as possible, taking into account the availability of raw materials. 2.3.3 In the event that Customer does not place binding period orders for Supplied Products generally) Product consistent with the forecasted quantities, then in order to compensate Albemarle for the months actual and full costs of procuring long lead time raw materials, Customer shall pay Albemarle the documented direct costs associated with any unused quantity of such raw materials purchased by Albemarle specifically for the manufacture of the non-binding forecast specifically agreed in writing by the Producer and Purchaser from time to time may not vary by more than the amount agreed by such Parties. Forecasts relating to each Supplied Product beginning on the Effective Date were delivered to Producer by Purchaser at the time of signing this Agreement (or, if not so delivered, will be delivered prior to the applicable Effective Date). Minimum per order quantities for each Supplied Product, if any, shall be agreed in writing by the Purchaser and Producer from time to time. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.9(a) (subject to the other terms of this Agreement), Producer shall use commercially reasonable provided that Albemarle has made good faith efforts to meet Purchaser’s requested quantities and delivery dates return such raw materials to their manufacturers for increased orders in excess of credit. Any such raw materials, for which Customer pays Albemarle the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interruptingdocumented direct costs, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentenceproperty of Customer, and Purchaser Albemarle shall be required promptly assign all right, title and interest in and to pay such raw materials to Customer. Albemarle shall store such unused raw materials at the Customer’s request at no charge for up to one (1) year, and thereafter shall, at Albemarle’s option, continue to store such raw materials at the quantity Customer’s expense and Albemarle shall, upon notice to Customer, deliver them to Customer or its designee. Albemarle shall otherwise, at Customer’s expense, properly dispose of Supplied Products included in the applicable Firm Order any unused raw materials, any rejected Product and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use its commercially reasonable efforts to meet the shipment dates set forth in each Firm Order, but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order waste in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either PartyApplicable Law. (d) If Producer’s actual production of any Supplied Product exceeds Purchaser’s Firm Orders for such Supplied Product, Purchaser shall purchase such excess up to 5% above the Firm Orders, and Firm Orders for the succeeding month or months shall be reduced by such excess. Purchaser shall have no obligation to purchase in excess of 5% above any Firm Order. (e) Prior to exercising rights set forth in Sections 2.9(c) or (d) above to elect early delivery or to require excess purchases, Producer shall provide Notice to Purchaser of its intent to exercise such rights. If, in response to any such Notice, Purchaser shall inform Producer in writing that Purchaser would suffer a warehousing space constraint if Producer were to deliver Supplied Products prior to the requested shipment date set forth in a Firm Order or in excess of the amounts set forth in a Firm Order, Producer shall not be entitled to exercise the rights set forth in Sections 2.9(c) and (d) above to elect early shipment or to require excess purchases. (f) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (g) The parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the parties, but such longer-range forecasts shall not constitute a commitment by either party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days prior to the beginning of each calendar month during the Term, Purchaser shall give Producer a rolling forecast (each a “Forecast”) of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period agreed by such Purchaser and Producer specified in writing from time to timeExhibit A, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. The Forecast for the binding period specified in Exhibit A shall contain specific dates for shipment (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility (Facility, and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective parties Parties (a “Firm Order”), subject to Section 2.9(b2.8(b). The quantities of Supplied Products (or any components thereof, if applicable and different from the binding period for Supplied Products generally) for the months final month of the non-applicable binding forecast specifically agreed in writing by the Producer and Purchaser from time period subject to time a Firm Order may not vary by more than 15% from the amount agreed by forecasted quantities contained in the immediately preceding Forecast for such Partiesmonth prior to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning on the Effective Date date of this Agreement were delivered to Producer by Purchaser at the time of signing this Agreement (orAgreement. Without limiting Section 2.2, if not so delivered, will be delivered prior to the applicable Effective Date). Minimum minimum per order quantities for each Supplied Product, if any, shall be agreed set forth in writing by the Purchaser and Producer from time to time.Exhibit A. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.9(a) (subject to the other terms of this Agreement2.8(a), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and delivery shipment dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Products included in the applicable Firm Order and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product but shall have no obligation to pay for any such excess Supplied Products that are Producer Products. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use its commercially reasonable efforts to meet the shipment dates set forth in each Firm Order, Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If Producer’s actual production of any Supplied Product exceeds Purchaser’s Firm Orders for such Supplied Product, Purchaser shall purchase such excess up to 5% above the Firm Orders, and Firm Orders for the succeeding month or months shall be reduced by such excess. Purchaser shall have no obligation to purchase in excess of 5% above any Firm Order. (e) Prior to exercising rights set forth in Sections 2.9(c) or (d) above to elect early delivery or to require excess purchases, Producer shall provide Notice to Purchaser of its intent to exercise such rights. If, in response to any such Notice, Purchaser shall inform Producer in writing that Purchaser would suffer a warehousing space constraint if Producer were to deliver Supplied Products prior to the requested shipment date set forth in a Firm Order or in excess of the amounts set forth in a Firm Order, Producer shall not be entitled to exercise the rights set forth in Sections 2.9(c) and (d) above to elect early shipment or to require excess purchases. (f) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (ge) The parties Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the partiesParties, but such longer-range forecasts shall not constitute a commitment by either party Party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days prior to the beginning of each calendar month during the Term, Purchaser shall give Producer a rolling forecast (each a “Forecast”) of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period agreed by such Purchaser and Producer specified in writing from time to timeExhibit A, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. The Forecast for the binding period specified in Exhibit A shall contain specific dates for shipment (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility (Facility, and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective parties Parties (a “Firm Order”), subject to Section 2.9(b2.8(b). The quantities of Supplied Products (or any components thereof, if applicable and different from the binding period for Supplied Products generally) for the months final month of the non-applicable binding forecast specifically agreed in writing by the Producer and Purchaser from time period subject to time a Firm Order may not vary by more than 15% from the amount agreed by forecasted quantities contained in the immediately preceding Forecast for such Partiesmonth prior to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning on the Effective Date date of this Agreement were delivered to Producer by Purchaser at the time of signing this Agreement (orAgreement. Without limiting Section 2.2, if not so delivered, will be delivered prior to the applicable Effective Date). Minimum minimum per order quantities for each Supplied Product, if any, shall be agreed set forth in writing by the Purchaser and Producer from time to time.Exhibit A. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.9(a) (subject to the other terms of this Agreement2.8(a), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and delivery shipment dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s Table of Contents other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Products included in the applicable Firm Order and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use its commercially reasonable efforts to meet the shipment dates set forth in each Firm Order, Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If Producer’s actual production of any Supplied Product exceeds Purchaser’s Firm Orders for such Supplied Product, Purchaser shall purchase such excess up to 5% above the Firm Orders, and Firm Orders for the succeeding month or months shall be reduced by such excess. Purchaser shall have no obligation to purchase in excess of 5% above any Firm Order. (e) Prior to exercising rights set forth in Sections 2.9(c) or (d) above to elect early delivery or to require excess purchases, Producer shall provide Notice to Purchaser of its intent to exercise such rights. If, in response to any such Notice, Purchaser shall inform Producer in writing that Purchaser would suffer a warehousing space constraint if Producer were to deliver Supplied Products prior to the requested shipment date set forth in a Firm Order or in excess of the amounts set forth in a Firm Order, Producer shall not be entitled to exercise the rights set forth in Sections 2.9(c) and (d) above to elect early shipment or to require excess purchases. (f) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (ge) The parties Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the partiesParties, but such longer-range forecasts shall not constitute a commitment by either party Party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days Beginning on the date hereof and hereafter on or prior to the beginning of fifth day preceding each calendar month during of the Term, Purchaser Manufacturer shall give Producer provide Sharp with a twelve (12) month rolling forecast (each each, a “Forecast”) of Manufacturer’s quantity and delivery date requirements for the orders Purchaser expects to place with Producer for such Supplied Product for Packaged Products. (b) The first three (3) months of each month during the rolling forecast period agreed by such Purchaser and Producer in writing from time to time, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility constitute a firm order (and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility“Firm Order”) and shall be binding on both Producer and Purchaser regarding upon Manufacturer (whether or not Sharp receives a Purchase Order in connection with such Supplied Product to be purchased or supplied by the respective parties (a “Firm Order”), subject to Section 2.9(b[***] month period). The quantities For the purposes of Supplied Products ordering packaging materials and scheduling capacity, Manufacturer shall provide Sharp with purchase orders on its standard form setting forth (or any components thereof, if applicable and different from the binding period for Supplied Products generallyi) for the months of the non-binding forecast specifically agreed in writing by the Producer and Purchaser from time to time may not vary by more than the amount agreed by such Parties. Forecasts relating to each Supplied Product beginning on the Effective Date were delivered to Producer by Purchaser at the time of signing this Agreement (or, if not so delivered, will be delivered prior to the applicable Effective Date). Minimum per order quantities for each Supplied Product, if any, shall be agreed in writing by the Purchaser and Producer from time to time. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.9(a) (subject to the other terms of this Agreement), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and delivery dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Packaged Product ordered; (ii) the delivery date for such order; and (iii) the lot numbers to be applied to such Packaged Product (each, a “Purchase Order”) in connection with such three (3) month period for the Packaged Products included to be supplied during such period. So long as the quantity and delivery date requirements set forth in the Purchase Orders during such three (3) month period are consistent with the applicable Firm Order Order, Sharp shall respond with an order acknowledgment within five (5) business days. If the quantity and available for deliverydelivery date requirements set forth in the Purchase Orders are not consistent with the applicable Firm Order, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Firm Orders shall be governed by the terms of this Agreement and or in the event of an inconsistency between any other documentation related that Manufacturer desires to subsequently amend a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use its commercially reasonable efforts to meet the shipment dates set forth in each Firm Purchase Order, but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In then the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If Producer’s actual production of any Supplied Product exceeds Purchaser’s Firm Orders for such Supplied Product, Purchaser shall purchase such excess up to 5% above the Firm Orders, and Firm Orders for the succeeding month or months shall be reduced by such excess. Purchaser shall have no obligation to purchase in excess of 5% above any Firm Order. (e) Prior to exercising rights set forth in Sections 2.9(c) or (d) above to elect early delivery or to require excess purchases, Producer shall provide Notice to Purchaser of its intent to exercise such rights. If, in response to any such Notice, Purchaser shall inform Producer in writing that Purchaser would suffer a warehousing space constraint if Producer were to deliver Supplied Products prior to the requested shipment date set forth in a Firm Order or in excess of the amounts set forth in a Firm Order, Producer shall not be entitled to exercise the rights set forth in Sections 2.9(c) and (d) above to elect early shipment or to require excess purchases. (f) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (g) The parties shall cooperate in good faith to develop a mutually agreeable purchase order (a “Revised Purchase Order”) at least [***] ([***]) days prior to the scheduled start of production; provided, however that in providing other, longer-range forecasts which shall be useful in budget planning the event a Revised Purchase Order is not agreed upon by the parties, but Manufacturer shall be obligated to purchase and Sharp shall be obligated to supply all Packaged Products arising from such longer-range forecasts Firm Order. (c) If any such Revised Purchase Order requires a decrease in the production volume of the Packaged Products requested in the ▇▇▇▇ Order, Manufacturer shall be responsible for (i) [***]. Notwithstanding anything to the contrary in this Section 4.2(c), Manufacturer shall not constitute be obligated to reimburse Sharp for Packaging Materials that are used for subsequent orders of Packaged Products placed by Manufacturer and Packaging Materials that are used by Sharp on behalf of its other customers. Upon payment of the costs related to a commitment Revised Purchase Order, Sharp shall upon request deliver to Manufacturer, at Manufacturer’s expense, any unused Packaging Materials and other components paid for by Manufacturer. [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange Commission. (d) Nothing printed or written on any Manufacturer Purchase Order outside of the scope described in Section 4.2(b), or on any Sharp order acknowledgement or on any other similar form or document, shall modify or expand either party to purchase party’s obligations under this Agreement. In the event of any inconsistency between the terras of any Purchase Order or supplySharp order acknowledgement, on the one hand, and the terms of this Agreement, on the other hand, the terms of this Agreement shall prevail.