Firm Orders. Apellis CH shall place Firm Orders for its requirements of Drug Substance in accordance with the binding portion of its forecast for the relevant period at least ​ before the requested Delivery Date. The Firm Orders will contain the requested Delivery Date (month) for each production batch of the Drug Substance. Firm Orders will be made on such form of purchase order or document as Apellis may specify from time to time in writing; provided that the terms and conditions of this Agreement shall be controlling over any terms and conditions included in any Firm Order. Any term or condition of such Firm Order that is different from or contrary to the terms and conditions of this Agreement shall be void, unless otherwise agreed between the Parties in writing.

Selected Firm. Emmis and Sinclair will cooperate with the Selected Firm during the term of its engagement. The matters to be resolved by the Selected Firm will be limited to the items specified in the Notice of Disagreement. The resolution of any such disputed item by the Selected Firm will not be more favorable to Sinclair than the amount set forth in the Preliminary Closing Statement or more favorable to Emmis than set forth in the Notice of Disagreement with respect to such item. The Selected Firm’s determination will be based upon such evidence as the Selected Firm reasonably requires in order to reach a decision with respect to the disputed items specified in the Notice of Disagreement, including such reasonable independent review as the Selected Firm may require; provided, that that the Final Closing Statement and the determination of the Final Net Working Capital will become final and binding on the Parties and nonappealable, on the date the Selected Firm delivers its final resolution in writing to the Parties (which final resolution will be delivered promptly following referral by Emmis or Sinclair of such dispute and in any event not more than 45 days following the selection of the Selected Firm). The fees and expenses of the Selected Firm will be borne by the parties as designated by the Selected Firm, which designation will be based upon the inverse proportion of the dollar value of the disputed items resolved in favor of such party (i.e., so that the prevailing party bears a lesser amount of such fees and expenses).

Firm Orders. Unless otherwise agreed in the Product Agreement, the first ​ of the Rolling Forecast will be considered binding firm orders. The remaining ​ of each Rolling Forecast submitted by Client shall be for planning purposes only, and thus shall not be binding. Concurrent with the ​ forecast, Client will issue a new firm written order in the form of a purchase order or otherwise (“Firm Order”) by Client to purchase and, when accepted by Patheon, for Patheon to manufacture and deliver the agreed quantity of the Products. The Delivery Date will not be less than ​ days following the date that the Firm Order is submitted. Firm Orders submitted to Patheon will specify Client's purchase order number, quantities by Product type, monthly delivery schedule, and any other elements necessary to ensure the timely manufacture and shipment of the Products. The quantities of Products ordered in those written orders will be firm and binding on Client and may not be reduced by Client. Expedited Firm Orders will be subject to additional fees.

Delivery Against Firm Orders. NOF will acknowledge all Firm Orders submitted under [Section 4.7(f)] within ​ following receipt of same. NOF shall Deliver SUNBRIGHT ​ only against specific Firm Orders. NOF shall make reasonable effort to Deliver SUNBRIGHT ​ under each Firm Order on the Delivery Date specified in the applicable Firm Order; provided, however, that Delivery of SUNBRIGHT ​ within ​ before or after the Delivery Date may be permissible. The Delivery Date may be changed with agreement of the Parties. NOF shall Deliver SUNBRIGHT ​ under each Firm Order in the quantities set forth in such Firm Order; provided that NOF shall be deemed to have satisfied its obligations with respect to the quantity of a given SUNBRIGHT ​ if the actual quantity of SUNBRIGHT ​ is within plus or minus ​ percent (+/-​) of the quantity of such SUNBRIGHT ​ set forth in the applicable Firm Order (the amount of such excess quantity of SUNBRIGHT ​ actually Delivered that is above the amount requested in the Firm Order, if any, the “Permitted Variance Excess Quantities”, and the amount of such deficient quantity of SUNBRIGHT ​ actually Delivered that is below the amount requested in the Firm Order, if any, the “Permitted Variance Deficient Quantities”). For the avoidance of doubt, Apellis shall have no obligation to pay for any quantity of SUNBRIGHT ​ delivered in excess of the Permitted Variance Excess Quantities. The Facility shall be indicated on documents accompanying each Delivery of SUNBRIGHT ​. In the event NOF will fail to meet a Delivery Date set forth in a Firm Order, NOF shall bear the incremental costs required for expedited transport above and beyond the cost incurred by the method outlined in the Delivery Terms. In the event that Apellis fails to take delivery of the SUNBRIGHT ​ on the Delivery Date, Apellis will be responsible for any costs incurred by NOF in connection with a delay in delivery. For the avoidance of doubt, any Permitted Variance Excess Quantities shall count against the Minimum Purchase Obligations in the then current period.

Firm Orders. On a rolling basis during the term of the Product Agreement, Client will issue an updated ​ month forecast on or before the ​ day of each month. This forecast will start on the first day of the next month. The first ​ months of this updated forecast will be considered binding firm orders. Concurrent with the ​ month forecast, Client will issue a new firm written order in the form of a purchase order or otherwise ("Firm Order") by Client to purchase and, when accepted by [[Organization A:Organization]], for [[Organization A:Organization]] to manufacture and deliver the agreed quantity of the Products. The Delivery Date will not be less than ​ days following the date that the Firm Order is submitted. Firm Orders submitted to [[Organization A:Organization]] will specify Client's purchase order number, quantities by Product type, monthly delivery schedule, and any other elements necessary to ensure the timely manufacture and shipment of the Products. The quantities of Products ordered in those written orders will be firm and binding on Client and may not be reduced by Client.

Firm Zone. The volume requirements for each API as set forth for each of the first […​…] of each such Non-binding Forecast will be a binding commitment by FIS to manufacture and supply to Purchaser, and by Purchaser to purchase,

Accounting Firm. All determinations required to be made for purposes of this Section 7(f) shall be made by an independent, nationally recognized accounting firm selected by the Company (the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 7(f) shall provide its calculations, together with detailed supporting documentation, to Employee and the Company within 15 calendar days after the date on which Employee’s right to a payment contingent on a change in control is triggered (if requested at that time by Employee or the Company) or such other time as agreed upon by Employee and the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to the Total Payments, it shall furnish Employee and the Company with documentation of such determination reasonably acceptable to Employee.

Accounting Firm. The accounting firm engaged by the Company for general tax purposes as of the day prior to the Change in Control will perform the calculations set forth in Section 10(a). If the firm so engaged by the Company is serving as the accountant or auditor for the acquiring company, the Company will appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder will provide its calculations, together with detailed supporting documentation, to the Company within 30 days before the consummation of a Change in Control (if requested at that time by the Company) or such other time as requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.

Firm Orders. On a rolling basis during the term of this Agreement, Client will issue an updated ​ forecast on or before the ​ of each month. This forecast will start on the first day of the next month. The first ​ of this updated forecast will be considered binding firm orders. Concurrent with the ​ forecast, Client will issue a new firm written order in the form of a purchase order or otherwise (“Firm Order”) by Client to purchase and, when accepted by Patheon, for Patheon to manufacture and deliver the agreed quantity of the Products. The Delivery Date will not be less than ​ following the date that the Firm Order is submitted. Firm Orders submitted to Patheon will specify Client's purchase order number, quantities by Product type, monthly delivery schedule, and any other elements necessary to ensure the timely manufacture and shipment of the Products. The quantities of Products ordered in those written orders will be firm and binding on Client and may not be reduced by Client. Expedited Firm Orders will be subject to additional fees.

Delivery Against Firm Orders. [[Bachem CH:Organization]] will acknowledge acceptance of all Firm Orders within ​ following receipt. [[Bachem CH:Organization]] has the right to refuse a Firm Order in the event and to the extent such Firm Order is for a quantity of Drug Substance that exceeds the quantity set forth in the forecast most recently submitted for such month; provided that [[Bachem CH:Organization]] may accept such Firm Order with the understanding that while it will use Commercially Reasonable Efforts to supply such excess quantity, but shall not be liable for its failure to supply such excess quantity. [[Bachem CH:Organization]] shall Deliver Drug Substance only against specific Firm Orders [[Bachem CH:Organization]] shall submit mutually agreed ​ documentation to Apellis for its review and approval. ​. Notwithstanding the above, [[Bachem CH:Organization]] shall Deliver Drug Substance under each Firm Order no later than the Delivery Date specified in the applicable Firm Order; provided, however, that no Delivery of Drug Substance shall be made more than ​ in advance of the date specified for Delivery in a Firm Order without Apellis’ prior written approval. Should Apellis be unable to accept shipment on the agreed Delivery Date in the applicable Firm Order, [[Bachem CH:Organization]] may transfer the agreed quantity of Drug Substance in the Firm Order to the Customer warehouse on the agreed Delivery Date. The Facility shall be indicated on documents accompanying each Delivery of Drug Substance. In the event [[Bachem CH:Organization]] will fail to meet a Delivery Date set forth in a Firm Order, [[Bachem CH:Organization]] shall bear the incremental costs required for expedited transport above and beyond the cost incurred by the method outlined in the Delivery Terms. In the event that Apellis fails to take delivery of the Drug Substance on the Delivery Date, [[Bachem CH:Organization]] may transfer the Drug Substance to the customer warehouse, and [[Bachem CH:Organization]] shall invoice the Firm Order transferred to storage within ​ of Apellis’ receipt of the ​ documentation. At this time [[Bachem CH:Organization]] may invoice Apellis, and ownership of said Drug Substance will transfer to Apellis. Apellis will be responsible for any costs incurred by [[Bachem CH:Organization]] in connection with a delay in delivery.