Current Production Guidelines; Capacity Sample Clauses

Current Production Guidelines; Capacity. (a) The Product Supplement sets forth Eyetech's initial good faith non-binding (except as otherwise set forth in Section 2.4(i)) five (5) year forecast of its Orders for Product from Gilead on a calendar year basis (as updated annually, the "Planning Forecast"). The first year of each Planning Forecast will include planned Orders on a unit basis and a monthly basis. During the Term, Eyetech shall update such Planning Forecast on an annual basis on or before July 1 of the first year of such Planning Forecast and shall include in each such update a forecast for an additional year commencing at the end of the existing Planning Forecast (if such additional year would fall within any portion of the Term then remaining). Subject to the terms hereof, Gilead shall devote adequate manufacturing capacity to be capable of producing and supplying Eyetech (and/or its Affiliates or designees) during a calendar year [**] percent ([**]%) of the quantity of Product stated in the Planning Forecast for such calendar year ("Order Limit"). (b) Eyetech will promptly notify Gilead of any potential increases in Eyetech's Orders for Product over the quantities stated in the Planning Forecast. If requested by Eyetech at least one (1) year in advance of the applicable calendar year, the parties will discuss in good faith any potential adjustment of manufacturing capacity at Gilead necessary to accommodate Orders for Product in a calendar year in excess of the applicable Order Limit for such calendar year. Gilead will make any capacity adjustment to accommodate such increased Orders in accordance with the parties' agreement as to the process, schedule, and appropriate compensation, investment or payment by Eyetech therefor. If the parties fail to agree on such a potential increase of Manufacturing capacity, then Eyetech's Annual Minimum Percentage obligation shall be limited to purchasing a quantity of Product that is equal to or greater than the Annual Minimum Percentage of Eyetech's Orders excluding amounts in excess of the agreed Order Limit. (c) The parties acknowledge that the Commercial Launch of the Product will constitute the launch of a new pharmaceutical product in the Territory and, therefore, actual demand may vary considerably from forecasted demand. Accordingly, the parties each agree to use best efforts to cooperate with one another in a manner that enables Gilead to accommodate changing demand.

Current Production Guidelines; Capacity. Subject to the terms hereof, COMPANY shall devote adequate manufacturing capacity to be capable of producing, and supplying PFIZER (and/or its Affiliates or designees), the quantity of Product(s) in accordance with the forecasts plus twenty-five percent (25%) of such forecast set out in the following provisions of this Agreement. In addition, for new Products, it is understood and agreed by COMPANY that it is a material term of this Agreement that COMPANY complete all necessary packaging, manufacturing and supply arrangements on a schedule which will enable PFIZER to commence shipping the amount of new Product(s) set forth in the forecast to its retail customers for the commercial roll out of the new Product(s) on or before the date set forth in an Addendum for such commercial launch (“Commercial Launch Date”). COMPANY agrees to adjust capacity as commercially reasonably necessary in the event PFIZER’s forecasts increase significantly, and the parties agree to work together to continuously monitor future requirements and the production capabilities of COMPANY to assure one hundred percent (100%) timely manufacture and delivery of Product(s) to PFIZER, on the specified date as set out on the purchase order, is achieved.