Capacity Reservation Fee due to Volume Changes from Yearly Forecast Volumes for Sterile Products. On the execution of a Product Agreement, Client will give to Patheon a forecast of the volume of Product required for the first two Years of the Product Agreement (the “Yearly Forecast Volume” or “YFV”) that will become part of the Product Agreement. If at the end of each relevant Year the aggregate actual volume of Product ordered by Client and invoiced by Patheon under Section 5.5 (“Actual Yearly Volume” or “AYV”) during the Year is less than the YFV as set out in the Product Agreement, then Client will pay Patheon the Conversion Fee for the Product during the Year in an amount to be determined as follows.
Capacity Reservation Fee due to Volume Changes from Yearly Forecast Volumes for Sterile Products. On the execution of this Agreement, Client will give to Patheon a forecast of the volume of Product required for the first [**] Years of this Agreement (the “Yearly Forecast Volume” or “YFV”) that will become part of this Agreement. If at the end of the first Year the aggregate actual volume of Product ordered by Client and invoiced by Patheon under Section 5.5 (“Actual Yearly Volume” or “AYV”) during the Year is less than [**]% of the YFV as set out in this Agreement, then Client will pay Patheon the [**] during the Year in an amount to be determined as follows: Amount due to Patheon = [(YFV x [**]%) – AYV] * [**]. On or before [**] of each Year, the parties will agree on the YFV for the next [**] Years of this Agreement on a rolling forward basis. The forecast of the volume of Product for the first of these [**] Years may not vary by more than [**]% from the YFV for such Year that was previously agreed (i.e., when such Year was the [**] Year of a [**] Year forecast). Once agreed, the YFV for the first Year of such [**] Year forecast will become binding on the parties and any amount due to Patheon will be determined as set forth above.
Capacity Reservation Fee due to Volume Changes from Yearly Forecast Volumes for Sterile Products. On the execution of a Product Agreement, Client will give to Patheon a forecast of the volume of Product required from Patheon for the [***] Years of the Product Agreement (the “Yearly Forecast Volume” or “YFV”) that will become part of the Product Agreement. If at the end of the first Year the aggregate actual volume of Product ordered by Client and invoiced by Patheon under Section 5.5 (“Actual Yearly Volume” or “AYV”) during the Year is less than [***], then Client will pay Patheon the Conversion Fee for the Product during the Year in an amount to be determined as follows: [***] On or before June 10 of each Year, the parties will agree on the YFV [***] Years of the Product Agreement on a rolling forward basis. The forecast of the volume of CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. Product for [***] Year may not vary by more than [***] from the original YFV for the [***] Year. Once agreed, the YFV for the next Year will become binding on the parties and any amount due to Patheon will be determined as set forth above.
