Common use of On-Time Delivery Clause in Contracts

On-Time Delivery. (a) Patheon and the PGx understand that there may be uncertainties and necessary adjustments in production schedules during the Initial Manufacturing Period. The parties agree that they will Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. work together closely to expedite deliveries and manage the scheduling of the initial Product launch. (b) If, after the Initial Manufacturing Period, Patheon is unable to deliver the quantity of Product ordered under a Firm Order on the Delivery Date not due to an act or omission by PGx nor a Force Majeure (a “Late Delivery”), PGx will receive a credit from Patheon for the Late Delivery that will be applied against the any amounts due by PGx to Patheon. The credit will be [*]% of the Price of the quantities of Product not delivered by Patheon under the Firm Order on the Delivery Date [*]. In addition, if [*] or more Late Deliveries occur in any [*] month period, [*] (c) A Late Delivery will not be a material breach of this Agreement by Patheon for the purposes of Section 8.2. (d) Any Late Delivery that has not occurred by the date that is [*] days after the Delivery Date may have its Firm Order cancelled by PGx, in its sole discretion with no fees or penalties owed by PGx. (e) For clarity, a Late Delivery will not include any delay in shipment of Product caused by events outside of Patheon’s reasonable control, such as a Force Majeure Event, a delay in delivery of API or Materials, a delay in Product release approval from PGx, receipt of non-conforming API or Components supplied by PGx, or any market driven delays in deliveries from approved vendors.

On-Time Delivery. (a) Patheon and shall deliver Product ordered under a Firm Order on the PGx understand that there may be uncertainties and necessary adjustments in production schedules during the Initial Manufacturing Periodapplicable Delivery Date. The parties agree that they will Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. work together closely to expedite deliveries of Product, including, without limitation, any samples of Product and Product for initial launch, and manage the scheduling of the initial Product launch. (b) If, after the Initial Manufacturing Period, Patheon is unable to deliver the quantity of Product ordered under a Firm Order on the Delivery Date not due to an act or omission by PGx nor a Force Majeure Patheon (a “Late Delivery”), PGx Client will receive a credit from Patheon for the Late Delivery that will be applied against the any amounts due by PGx to Patheonpurchase price under the next Firm Order. The credit will be […***…] percent ([…***…]% %) of the Price of the quantities of Product not delivered by Patheon under the Firm Order on the Delivery Date ([…***…]%). In additionThis credit shall not limit any other rights or remedies that Client may have under this Agreement or otherwise for such Late Delivery. (c) Without limiting Client’s other rights or remedies in this Agreement, if (i) a late delivery by more than[…***…], and (ii) […***…] or more Late Deliveries occur in any within a […***…] month period, [*] (c) A regardless of the number of days by which any such Late Delivery will not is late, will, in each case, be a material breach of this Agreement by Patheon for the purposes of Section 8.2. , provided that Client shall deliver a Breach Notice to Patheon as soon as practicable but in any case within 14 days of the occurrence of the breach, and provided further that a breach under (di) Any Late Delivery that has above shall be subject to remediation within a thirty (30) day Remediation Period for the purposes of Section 8.2, whereas a breach under (ii) above shall be deemed to be not occurred by remediable and therefore the date that is [*] days after the Delivery Date may have its Firm Order cancelled by PGx, in its sole discretion with no fees or penalties owed by PGx. (e) Remediation Period shall not apply. For clarity, a Late Delivery will not include any delay in shipment of Product caused by events outside of Patheon’s reasonable control, such as a Force Majeure Event, which may include a delay in delivery of API or Active Materials, a delay in Product release approval from PGxClient, receipt of non-conforming API or Components supplied by PGx, Client or any market driven delays in deliveries from Client-approved vendors, in each case not within Patheon’s reasonable control, in which case the provisions of Section 13.7 shall apply. Notwithstanding anything to the contrary in this Agreement, a delay in shipment of Product due to a Product quality investigation in accordance with the Quality Agreement and due to product non-conformance shall not be deemed to be a Late Delivery, unless the investigation determines that the quality problem was as a result of Patheon’s breach of this Agreement.

On-Time Delivery. (a) Patheon and the PGx Penwest understand that there may be uncertainties and necessary adjustments in production schedules during the Initial Manufacturing Period. The parties Parties agree that they will Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. work together closely to expedite deliveries and manage the scheduling of the initial Product launch. However, if, during the Initial Manufacturing Period, Patheon is unable to deliver the quantity of Product ordered under a Firm Order, within [**] Business Days after the scheduled Delivery Date (a “Late Initial Delivery Date”), Penwest will receive a credit from Patheon for the Initial Late Delivery that will be applied against the purchase price under Penwest’s next Firm Order. The credit will be [**] percent ([**]%) of the Price of the quantities of Product not delivered by Patheon under the Firm order on the Initial Delivery Date (i.e. Penwest Credit = (quantity Ordered in the Firm Order – Actual Delivery Quantities of Product) x Price x [**]%). (b) If, after the Initial Manufacturing Period, Patheon is unable to deliver the quantity of Product ordered under a Firm Order on the Scheduled Delivery Date not due to an act or omission by PGx nor a Force Majeure (a “Late Delivery”), PGx will Penwest shall receive a credit from Patheon for the Late Delivery that Delivery, as specified in the following table, which will be applied against the any amounts due by PGx to Patheon. The credit will be purchase price under the next Firm Order: More than [*]% of *] days after the Price of the quantities of Product not delivered by Patheon under the Firm Order on the scheduled Delivery Date [*]. In addition, if *] more than [**] or more Late Deliveries occur in any days, but [**] month perioddays or less, after the scheduled Delivery Date [**] [**] days or less after the scheduled Delivery Date [**] (c) A Late Delivery late delivery of less than [**] days will not be a material breach of this Agreement by Patheon for the purposes of Section 8.2. (d) Any Late Delivery that has not occurred by the date that is [*] days after the Delivery Date may have its Firm Order cancelled by PGx, in its sole discretion with no fees or penalties owed by PGx. (e) For clarity, a Late Delivery will not include any delay in shipment of Product caused by events outside of Patheon’s reasonable controlcontrol or ability to plan for, such as including but not limited to a Force Majeure Event, a delay in delivery of API or Materials, a delay in Product release approval from PGx, receipt Penwest or unanticipated supply availability or shipment delays from approved Component vendors. Promptly after becoming aware of non-conforming API potential disruptions or changes to the normal availability of Components supplied by PGx, or any market driven delays in deliveries from approved vendors, Patheon shall provide written notice thereof to Penwest, and Patheon shall thereafter use commercially reasonable efforts, in consultation with Penwest, to increase Patheon’s inventory of the applicable Component(s) or ordering lead time for the applicable Component(s).

On-Time Delivery. (ai) Patheon and the PGx XenoPort understand that there may be uncertainties and necessary adjustments in production schedules during [ * ] the manufacture of the Product (the “Initial Manufacturing Period”). The parties Parties agree that they will Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. work together closely to expedite deliveries and manage the scheduling of the initial Product launch. (bii) If, after the Initial Manufacturing Period, Patheon is unable to deliver the quantity of Product ordered under a Firm Order on the Delivery Date not due to an act or omission by PGx nor [ * ], but delivers quantities of Products ordered under a Force Majeure Firm Order after the Delivery Date (a “Late Delivery”), PGx will receive a credit from Patheon for the Late Delivery that will be applied against the any amounts due by PGx to Patheon. The credit will be [*[ * ]% of the Price of the quantities of Product not delivered by Patheon under the Firm Order on the Delivery Date [*]. In addition, if [*] or more Late Deliveries occur in any [*] month period, [*]. (ciii) A Late Delivery will not be a material breach Material Default of this Agreement by Patheon for the purposes of Section 8.218.2. (div) Any Late Delivery that has not occurred by the date that is [*] days after the Delivery Date may have its Firm Order cancelled by PGx, in its sole discretion with no fees or penalties owed by PGx. (e) For clarity, a A Late Delivery will not include any delay in shipment of Product caused by events outside of Patheon’s reasonable control, such as a Force Majeure Event, a delay in delivery of API or XenoPort-supplied Materials, a delay in Product release approval from PGxXenoPort, inaccurate XenoPort forecasts, or receipt of non-conforming API XenoPort-supplied Materials. (v) The Late Delivery credits set forth in this Section 18.3 are only available to XenoPort if all outstanding undisputed invoices for Product supplied pursuant to this Agreement have been paid in full or Components supplied by PGxare within [ * ] outstanding from the invoice date when the Late Delivery arose. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, or any market driven delays in deliveries from approved vendorsMARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.