Common use of Excess Quantities; Changes in Purchase Requirements Clause in Contracts

Excess Quantities; Changes in Purchase Requirements. Xxxdinal shall use commercially reasonable efforts to accommodate any Adams request for any Drug Product in excess of the quantities descrixxx xn any previously-submitted Purchase Order, or for delivery of any Drug Product sooner than as otherwise provided in such Purchase Order; provided that, except to the extent included in the Cost of Goods, for quantities in excess of one hundred twenty percent (120%) Adams shall bear any and all additional costs or expenses (including xxx xot limited to additional costs or expenses associated with transportation or insurance related to shipping the Drug Products above such cost and expense allocations set forth in Section 7.1 hereof) as a result of Cardinal's compliance with such request. Should Adams' business conditions necessitate reduction or delay in Purchase Xxxxr requirements, then Cardinal shall use commercially reasonable efforts to implement such requested changes; provided that Adams shall bear any and all additional costs or expenses (including xxx xot limited to carrying costs or expenses associated with Raw Materials (as defined in Section 6.2 hereof) or finished goods inventory and additional costs or expenses associated with transportation or insurance related to shipping the Drug Products above such cost and expense allocations set forth in Section 7.1) as a result of Cardinal's compliance with such request. Notwithstanding the foregoing, Cardinal shall not take any action in response to any such requests which would result in charges to Adams in addition to those set forth in the respective Purchase Order xxxxout Adams' prior written consent. In the event that Adams' actual requirexxxxx during the first three months of a forecasx xxx any Drug Product exceed the amounts specified in the Purchase Order(s) provided for such Drug Product for such time period pursuant to Section 4.2 and Cardinal and its Affiliates are unable to supply Adams with such actual requirements for such Drug Products, then Adamx xxx obtain the amount of Drug Product that exceeds the amount txxx Xardinal and its Affiliates are able to supply from a Third Party. In such event, Cardinal shall cooperate regarding the royalty-free and limited transfer of manufacturing know-how as provided for in Section 3.3; provided, however, that (i) for quantities in excess of the amounts specified in the applicable Purchase Order(s) Cardinal shall not be responsible for any costs or expenses associated with arranging for or procuring Drug Product from the Third Party and (ii) Cardinal shall be entitled to receive its share of Gross Profits related to such Drug Products in the manner provided for in Exhibit C.

Excess Quantities; Changes in Purchase Requirements. Xxxdinal Cardinal shall use commercially reasonable efforts to accommodate any Adams Xxxxx request for any Drug Product in excess of the quantities descrixxx xn described in any previously-submitted Purchase Order, or for delivery of any Drug Product sooner than as otherwise provided in such Purchase Order; provided that, except to the extent included in the Cost of Goods, for quantities in excess of one hundred twenty percent (120%) Adams Xxxxx shall bear any and all additional costs or expenses (including xxx xot but not limited to additional costs or expenses associated with transportation or insurance related to shipping the Drug Products above such cost and expense allocations set forth in Section 7.1 hereof) as a result of Cardinal's compliance with such request. Should AdamsXxxxx' business conditions necessitate reduction or delay in Purchase Xxxxr Order requirements, then Cardinal shall use commercially reasonable efforts to implement such requested changes; provided that Adams Xxxxx shall bear any and all additional costs or expenses (including xxx xot but not limited to carrying costs or expenses associated with Raw Materials (as defined in Section 6.2 hereof) or finished goods inventory and additional costs or expenses associated with transportation or insurance related to shipping the Drug Products above such cost and expense allocations set forth in Section 7.1) as a result of Cardinal's compliance with such request. Notwithstanding the foregoing, Cardinal shall not take any action in response to any such requests which would result in charges to Adams Xxxxx in addition to those set forth in the respective Purchase Order xxxxout Adamswithout Xxxxx' prior written consent. In the event that AdamsXxxxx' actual requirexxxxx requirements during the first three months of a forecasx xxx forecast for any Drug Product exceed the amounts specified in the Purchase Order(s) provided for such Drug Product for such time period pursuant to Section 4.2 and Cardinal and its Affiliates are unable to supply Adams Xxxxx with such actual requirements for such Drug Products, then Adamx xxx Xxxxx may obtain the amount of Drug Product that exceeds the amount txxx Xardinal that Cardinal and its Affiliates are able to supply from a Third Party. In such event, Cardinal shall cooperate regarding the royalty-free and limited transfer of manufacturing know-how as provided for in Section 3.3; provided, however, that (i) for quantities in excess of the amounts specified in the applicable Purchase Order(s) Cardinal shall not be responsible for any costs or expenses associated with arranging for or procuring Drug Product from the Third Party and (ii) Cardinal shall be entitled to receive its share of Gross Profits related to such Drug Products in the manner provided for in Exhibit C.