Common use of Project Proposals Clause in Contracts

Project Proposals. If the parties mutually agree that Patheon will perform work in addition to the manufacturing of Product under this Agreement, the parties [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. will execute a mutually acceptable Project Proposal, which will set forth the work to be performed and the fees and expenses, if any, to be paid by Client in connection therewith. If there is a conflict between the terms contained in any Project Proposal and this Agreement, the terms of this Agreement will control, unless specifically agreed upon to the contrary in the Project Proposal. No obligation will be incurred by either party with respect to this work unless a Project Proposal has been executed by the authorized agents of both parties. Patheon will conduct the work in accordance with the Project Proposal, which may be amended from time to time upon mutual agreement of the parties. Patheon agrees not to intentionally change or deviate in any material manner from the Project Proposals without Client’s prior written approval.” 8. Article 4, Section 4.2(c) of the Agreement will be deleted and replaced in its entirety with the following: “Pricing Basis. Client acknowledges that the Price in any Year is quoted based upon the Manufacturing, Packaging and Testing Assumptions for the price tiers specified in Schedule B. The Price is subject to change if the Annual Volume in the lowest tier set forth in Schedule B is not ordered in a Year or is otherwise changed. For greater certainty, if Patheon and Client agree that the Annual Volume in the lowest tier set forth on Schedule B will not be ordered in a Year or is otherwise increased or decreased, whether as a result of a decrease or increase in estimated annual volume or otherwise and, as a result of the reduction or increase, Patheon demonstrates to Client, to Client’s reasonable satisfaction, that with respect to any increase, its costs to perform the Manufacturing Services and to acquire the Materials for the Product will increase on a per unit basis (including the amount of the increase), then Patheon may increase, and, with respect to decreases, Patheon will decrease, the Price by an amount sufficient to absorb the documented increased costs and/or pass on any cost savings, as applicable. On or about November 1st of each Year, Patheon will give Client a statement setting forth the information to be applied in calculating those cost increases or decreases for the next Year. But Patheon will not be required to give information to Client that is subject to obligations of confidentiality between Patheon and its suppliers. Annually, in conjunction with revised pricing and the following year forecast, the parties will agree on the target price to be charged for Product shipments. Within [***], Patheon will debit or credit Orexigen the difference between the amount invoiced and the sum due with respect to the aggregate amount purchased in the prior Year based on the Schedule B pricing then in effect.” 9. Article 4, Section 4.2(d) of the Agreement will be deleted and replaced in its entirety with the following: “Cost Improvement Program. Patheon and Client agree to work together to develop cost reduction initiatives as part of an overall cost improvement program, provided this program does not involve additional capital or extraordinary costs unless otherwise agreed to by parties in writing. Unless otherwise agreed to by parties in writing, [***] all net cost savings realized from the cost improvement program will be shared equally among the parties. A “cost reduction initiative” for the purpose of this Agreement will be an initiative that reduces the internal or out-of-pocket costs incurred by a party in [***] under this Agreement. It is further agreed by the parties that on-going method improvements developed or adopted by either Client or Patheon independently of the other party(ies), will not be a cost reduction initiative under this section, and there will be no obligation on a party to share the net cost savings realized from this improvement with the other party(ies) to this Agreement. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. For all Price adjustments under this Section 4.2, Patheon will deliver to Client on or about November 1st of each Year a revised Schedule B to be effective for the next Year.” 10. A new Article 4, Section 4.7 will be added to the Agreement as follows:

Project Proposals. If the parties mutually agree that Patheon will perform work in addition to the manufacturing of Product under this Agreement, the parties [***] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. will execute a mutually acceptable Project Proposal, which will set forth the work to be performed and the fees and expenses, if any, to be paid by Client in connection therewith. If there is a conflict between the terms contained in any Project Proposal and this Agreement, the terms of this Agreement will control, unless specifically agreed upon to the contrary in the Project Proposal. No obligation will be incurred by either party with respect to this work unless a Project Proposal has been executed by the authorized agents of both parties. Patheon will conduct the work in accordance with the Project Proposal, which may be amended from time to time upon mutual agreement of the parties. Patheon agrees not to intentionally change or deviate in any material manner from the Project Proposals without Client’s prior written approval.” 8. Article 4, Section 4.2(c) of the Agreement will be deleted and replaced in its entirety with the following: “Pricing Basis. Client acknowledges that the Price in any Year is quoted based upon the Manufacturing, Packaging and Testing Assumptions for the price tiers specified in Schedule B. The Price is subject to change if the Annual Volume in the lowest tier set forth in Schedule B is not ordered in a Year or is otherwise changed[***]. For greater certainty, if Patheon and Client agree that the Annual Volume in the lowest tier set forth on Schedule B will not be ordered in a Year or is otherwise increased or decreased, whether as a result of a decrease or increase in estimated annual volume or otherwise and, as a result of the reduction or increase, Patheon demonstrates to Client, to Client’s reasonable satisfaction, that with respect to any increase, its costs to perform the Manufacturing Services and to acquire the Materials for the Product will increase on a per unit basis (including the amount of the increase), then Patheon may increase, and, with respect to decreases, Patheon will decrease, the Price by an amount sufficient to absorb the documented increased costs and/or pass on any cost savings, as applicable. On or about November 1st of each Year, Patheon will give Client a statement setting forth the information to be applied in calculating those cost increases or decreases for the next Year[***]. But Patheon will not be required to give information to Client that is subject to obligations of confidentiality between Patheon and its suppliers. Annually, in conjunction with revised pricing and the following year forecast, the parties will agree on the target price to be charged for Product shipments. Within [***], Patheon will debit or credit Orexigen the difference between the amount invoiced and the sum due with respect to the aggregate amount purchased in the prior Year based on the Schedule B pricing then in effect.” 9. Article 4, Section 4.2(d) of the Agreement will be deleted and replaced in its entirety with the following: “Cost Improvement Program. Patheon and Client agree to work together to develop cost reduction initiatives as part of an overall cost improvement program, provided this program does not involve additional capital or extraordinary costs unless otherwise agreed to by parties in writing[***]. Unless otherwise agreed to by parties in writing, [***] all net cost savings realized from the cost improvement program will be shared equally among the parties]. A “cost reduction initiative” for the purpose of this Agreement will be an initiative that reduces the internal or out-of-pocket costs incurred by a party in [***] under this Agreement]. It is further agreed by the parties that on-going method improvements developed or adopted by either Client or Patheon independently of the other party(ies), will not be a cost reduction initiative under this section, and there will be no obligation on a party to share the net cost savings realized from this improvement with the other party(ies) to this Agreement. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. For all Price adjustments under this Section 4.2, Patheon will deliver to Client on or about November 1st [***] of each Year a revised Schedule B to be effective for the next Year.” 10. A new Article 4, Section 4.7 will be added to the Agreement as follows: