Capacity, Order Quantities and Order Procedures Sample Clauses

Capacity, Order Quantities and Order Procedures. 5.1 It is the intention of the parties that, subject to the rights and obligations of the parties set out herein, Abgenix shall, during the term of this Agreement, have available to it and be entitled to utilise one hundred percent (100%) of the fermentation capacity of the Facility and purification capacity reasonably acceptable to Abgenix for the manufacture of Product. The Minimum Requirements and Optimum Capacity at the Effective Date are based upon LB's estimates and representations as of the Effective Date regarding the capacity of the Facility. LB has based such estimates and representations upon LB's current operating practices at the Effective Date and upon its knowledge of the Products and Processes defined herein at the Effective Date. From time to time, the Steering Committee shall review and assess the capacity of the Facility. In the event, as a result of such review, LB reasonably believes that the operation of its then standard practices and procedures for the same, unchanged, Processes relating to the same Products, should result in a change to the Optimum Capacity of the Facility, LB shall notify Abgenix of this fact. In such event, the parties shall negotiate in good faith a proportionate adjustment to those provisions of this Agreement which relate to the Minimum Requirements and Optimum Capacity of the Facility. For the avoidance of doubt any changes to the capacity of the Facility which derive from alterations to the Processes, Products or methods of operation of the Facility shall be governed by Clauses 10 and/or 15 of this Schedule 4 (as applicable). 5.2 Product will be ordered by number of Batches to be delivered to Abgenix in accordance with Clause 5.3 below. During such time as the Process(es) being performed hereunder remain(s) unchanged, up to ________ Batches may be ordered for delivery in each calendar year during which this Agreement subsists ("Optimum Capacity"). The actual number of Batches which can be delivered pursuant to this Agreement in any one calendar year will depend on the sequence and combination of Products requested by Abgenix and accepted by LB. Notwithstanding the provisions of this Clause 5.2 however, and subject to Abgenix adhering to the ordering procedures set out herein, and the terms of this Agreement, LB shall, if requested by Abgenix, be obliged to accept and deliver to Abgenix orders placed for at least twelve (12) Batches of Product in any one calendar year ("Minimum Requirement"). Notwithstanding ...