Common use of Forecasting and Orders Clause in Contracts

Forecasting and Orders. (a) Xxxxxx acknowledges and agrees that all forecasts and Firm Orders shall be subject to the maximum monthly Whole Lot quantities set forth in Exhibit C attached hereto. (b) At least [*] ([*]) days prior to the first day of each Calendar Quarter during the Term commencing with the Calendar Quarter in which the expected Launch Date occurs, Xxxxxx shall deliver to Salix a written good faith forecast estimating the quantities of Generic Product that Xxxxxx expects to purchase from Salix during such Calendar Quarter and the following three (3) Calendar Quarters, broken out on a monthly basis (each a “Forecast”). The first Calendar Quarter of each Forecast shall be a “Firm Forecast.” Except as provided in Section 4.2(c), each Forecast shall be non-binding and shall be used by Salix for planning purposes only. (c) At least [*] ([*]) days prior to the first day of each Calendar Quarter during the Term commencing with the Calendar Quarter in which the expected Launch Date occurs, Xxxxxx shall submit to Salix a written purchase order in such form as shall be reasonably acceptable to Salix (a “Firm Order”) for the quantity of Generic Product to be delivered to Xxxxxx during each month of such Calendar Quarter, which Purchase Order shall specify the required delivery date for such Generic Product. The quantity of Generic Product specified in any Purchase Order for delivery in any month of a Calendar Quarter shall not be less than [*] percent ([*]%) of, nor more than [*] percent ([*]%) of, the quantities specified in the Firm Forecast applicable to such month. In the event Salix fails to timely deliver Generic Product ordered hereunder, Xxxxxx may revise its Forecasts, including any Firm Forecast, to address the shortfall of supply and/or the impact such late delivery may have had on the trade for Generic Product, and Salix shall use Commercially Reasonable Efforts to accommodate such revisions. (d) If any Generic Product purchased by Xxxxxx prior to the Launch Date has less than sixteen (16) months remaining before its expiration date, and the Launch Date has not [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. occurred, Xxxxxx may return such Generic Product to Salix and Salix shall use Commercially Reasonable Efforts to replace promptly such returned Generic Product with Generic Product with expiration dating greater than twenty (20) months at no additional cost. In the event the Parties determine that it is likely that Xxxxxx will have to return Generic Product pursuant to this Section 4.2(d), the Parties will use Commercially Reasonable Efforts to assure that such replacement Generic Product shall be available by the Launch Date.

Forecasting and Orders. SAVIENT shall forecast and order the Activated PEG as follows: (a) Xxxxxx acknowledges Not less than [**] prior to the Supply Commencement Date and agrees that all forecasts and Firm Orders Quarterly thereafter, SAVIENT shall provide to NOF a rolling [**] forecast, starting from the Supply Commencement Date, of its expected quarterly requirements for the Activated PEG (“Forecast”), the first [**] of which shall be subject binding (a “Firm Forecast”) and the last [**] of which shall be non-binding. The Forecast will include the required delivery dates and delivery locations for the Activated PEG, such delivery dates to be no sooner than ninety (90) days from the maximum monthly Whole Lot quantities set forth in Exhibit C attached heretodate of transmission of the Forecast to NOF. The Forecast will be updated Quarterly by SAVIENT. The non-binding portions of the Forecast, the last [**], may be modified by SAVIENT plus or minus [**]% upon each quarter becoming a Firm Forecast provided, however, that the total amount of the non-binding portions of the Forecast may not increase or decrease by [**]kg, plus or minus, within such non-binding [**] period unless the parties shall agree otherwise. (b) At least [*] Within ten ([*]10) days prior of receipt of the Forecast and each quarterly updated Forecast, NOF shall reply in writing whether it will agree to meet the required Forecast and delivery dates. If, despite the use of best commercial efforts, NOF projects that it is unable to agree to the first day of each Calendar Quarter during the Term commencing with the Calendar Quarter in which the expected Launch Date occurs, Xxxxxx shall deliver to Salix a written good faith forecast estimating the quantities of Generic Product that Xxxxxx expects to purchase from Salix during such Calendar Quarter Forecast or updated Forecast and the following three (3) Calendar Quartersdelivery dates set forth therein, broken out on the Parties shall use their reasonable efforts to agree to a monthly basis (each a “revised Forecast and delivery dates. Provided, however, that NOF shall not modify the delivery dates for any Firm Forecast previously accepted by NOF unless there has been an increase or decrease to the quantity specified by SAVIENT in the updated Forecast”). The first Calendar Quarter Additionally, the parties agree that time is of each Forecast shall be a “Firm Forecast.” Except as provided the essence in Section 4.2(c), each Forecast shall be non-binding resolving any dispute arising hereunder and shall be used by Salix for planning purposes onlyuse their best efforts to agree upon a revised Forecast as soon as possible. (c) At SAVIENT shall place binding written purchase orders setting forth delivery dates of each quarter for the Activated PEG based on the Firm Forecast and updated Firm Forecasts at least [**] before the agreed upon delivery date ([*]) days prior to the first day of each Calendar Quarter during the Term commencing with the Calendar Quarter in which the expected Launch Date occurs, Xxxxxx shall submit to Salix a written purchase order in such form as shall be reasonably acceptable to Salix (a “Firm Order”) for the quantity of Generic Product to be delivered to Xxxxxx during each month of such Calendar Quarter, which Purchase Order shall specify the required delivery date for such Generic Product. The quantity of Generic Product specified in any Purchase Order for delivery in any month of a Calendar Quarter shall not be less than [*] percent ([*]%) of, nor more than [*] percent ([*]%) of, the quantities specified in the Firm Forecast applicable to such month. In the event Salix fails to timely deliver Generic Product ordered hereunder, Xxxxxx may revise its Forecasts, including any Firm Forecast, to address the shortfall of supply and/or the impact such late delivery may have had on the trade for Generic Product, and Salix shall use Commercially Reasonable Efforts to accommodate such revisions). (d) If any Generic Product purchased by Xxxxxx prior to the Launch Date has less than sixteen (16) months remaining before its expiration date, and the Launch Date has not [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. occurred, Xxxxxx may return such Generic Product to Salix and Salix shall use Commercially Reasonable Efforts to replace promptly such returned Generic Product with Generic Product with expiration dating greater than twenty (20) months at no additional cost. In the event the Parties determine that it is likely that Xxxxxx will have to return Generic Product pursuant to this Section 4.2(d), the Parties will use Commercially Reasonable Efforts to assure that such replacement Generic Product shall be available by the Launch Date.

Forecasting and Orders. i. Within thirty (a30) Xxxxxx acknowledges days following completion of Product Testing and agrees Product Approvals under the terms of the Product Development Schedule as provided for in the Product Development Agreement, Womens3D shall provide TechniScan with a rolling forecast of its estimated purchases of Products that all forecasts Womens3D intends to or will (as applicable) order from TechniScan over the following twelve (12) months. The last nine (9) months of any forecast shall be prepared in good faith but shall constitute non-binding estimates and Firm not legally binding commitments of Womens3D, but the first three (3) months of each forecast shall constitute a binding commitment of Womens3D to purchase, in accordance herewith, the amount of Products set forth in such forecast for such period and a binding obligation by TechniScan to supply Products timely and in accordance with this Agreement and the forecast. Womens3D’s order(s) hereunder shall cumulatively be for no less than $1,500,000 to be paid to TechniScan (which amount shall be fully credited towards satisfaction of the Initial Development Fee) within twelve (12) months following FDA approval (the “Minimum Initial Order”). ii. Any orders Womens3D places with TechniScan shall be placed by sending written purchase orders to TechniScan by facsimile, electronic mail or other similar transmission and/or mailed via US Postal Service or airmail carrier. Orders shall be subject to the maximum monthly Whole Lot quantities set forth in Exhibit C attached hereto. issued at least one hundred twenty (b120) At least [*] ([*]) calendar days prior to the first day requested delivery date. A purchase order submitted by Womens3D in accordance with this Section 1(e) and confirmed by TechniScan as set forth in the next sentence shall constitute a firm commitment by Womens3D to purchase, and TechniScan to manufacture, deliver and sell to Womens3D, the Products specified in the purchase order. After receipt of a purchase order, TechniScan shall use commercially reasonable efforts to issue an order acknowledgement within five (5) business days, specifically making reference to Womens3D’s purchase order confirming the purchase order or advising Womens3D in writing that the purchase order is rejected by TechniScan. Each purchase order shall include or state (i) the purchase order number, (ii) the quantity of units of each Calendar Quarter during Product or part thereof (by part number), (iii) the Term commencing with price of each item ordered, (iv) the Calendar Quarter in requested delivery date and delivery address, (v) the billing address (which shall be Womens3D, Inc., 0000 X. Xxxxxxxx, Xxxxxx, Xxxxx 78745), and (vi) the expected Launch Date occurs, Xxxxxx shall deliver to Salix a written good faith forecast estimating the quantities signature of Generic Product that Xxxxxx expects to purchase from Salix during such Calendar Quarter (and the following three (3date of signing by) Calendar QuartersWomens3D’s authorized purchasing agent. Notwithstanding anything to the contrary herein, broken out on a monthly basis (each a “Forecast”). The first Calendar Quarter of each Forecast TechniScan shall be a “Firm Forecast.” Except as under no obligation to fulfill any purchase orders unless and until TechniScan has sent an acknowledgement of order to Womens3D; provided that if an order is within 50 % of the number of Products contained in Section 4.2(c), each Forecast shall be the last non-binding and shall be used by Salix for planning purposes only. (c) At least [*] ([*]) days prior to the first day of each Calendar Quarter during the Term commencing with the Calendar Quarter in which the expected Launch Date occurs, Xxxxxx shall submit to Salix a written purchase order in such form as shall be reasonably acceptable to Salix (a “Firm Order”) for the quantity of Generic Product to be delivered to Xxxxxx during each month of such Calendar Quarter, which Purchase Order shall specify the required delivery date forecast for such Generic Product. The quantity of Generic Product specified in any Purchase Order for delivery in any month of a Calendar Quarter shall not be less than [*] percent ([*]%) of, nor more than [*] percent ([*]%) of, the quantities specified in the Firm Forecast applicable to such month. In the event Salix fails to timely deliver Generic Product ordered hereunder, Xxxxxx may revise its Forecastsperiod, including any Firm Forecastother purchase orders submitted by Womens3D during such period, TechniScan shall be deemed to address the shortfall of supply and/or the impact have accepted such late delivery may have had on the trade for Generic Product, and Salix shall use Commercially Reasonable Efforts to accommodate such revisions. (d) If any Generic Product purchased by Xxxxxx prior to the Launch Date has order no less than sixteen (16) months remaining before its expiration date, and the Launch Date has not [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. occurred, Xxxxxx may return 15 business days after receipt of such Generic Product to Salix and Salix shall use Commercially Reasonable Efforts to replace promptly such returned Generic Product with Generic Product with expiration dating greater than twenty (20) months at no additional cost. In the event the Parties determine that it is likely that Xxxxxx will have to return Generic Product pursuant to this Section 4.2(d), the Parties will use Commercially Reasonable Efforts to assure that such replacement Generic Product shall be available by the Launch Datepurchase order.

Forecasting and Orders. CREALTA shall forecast and order the Activated PEG as follows: (a) Xxxxxx acknowledges Not less than […***…] prior to the Supply Commencement Date and agrees that all forecasts and Firm Orders Quarterly thereafter, CREALTA shall provide to NOF a rolling […***…] forecast, starting from the Supply Commencement Date, of its expected quarterly requirements for the Activated PEG (“Forecast”), the first […***…] of which shall be subject binding (a “Firm Forecast”) and the last […***…] of which shall be non-binding. The Forecast will include the required delivery dates and delivery locations for the Activated PEG, such delivery dates to be no sooner than […***…] days from the maximum monthly Whole Lot quantities set forth in Exhibit C attached heretodate of transmission of the Forecast to NOF. The Forecast will be updated Quarterly by CREALTA. The non-binding portions of the Forecast, the last […***…], may be modified by CREALTA plus or minus […***…]% upon each quarter becoming a Firm Forecast provided, however, that the total amount of the non-binding portions of the Forecast may not increase or decrease by […***…], plus or minus, within such non-binding […***…] period unless the parties shall agree otherwise. (b) At least Within […***…] ([*]) days prior of receipt of the Forecast and each quarterly updated Forecast, NOF shall reply in writing whether it will agree to meet the required Forecast and delivery dates. If, despite the use of best commercial efforts, NOF projects that it is unable to agree to the first day of each Calendar Quarter during the Term commencing with the Calendar Quarter in which the expected Launch Date occurs, Xxxxxx shall deliver to Salix a written good faith forecast estimating the quantities of Generic Product that Xxxxxx expects to purchase from Salix during such Calendar Quarter Forecast or updated Forecast and the following three (3) Calendar Quartersdelivery dates set forth therein, broken out on the Parties shall use their reasonable efforts to agree to a monthly basis (each a “revised Forecast and delivery dates. Provided, however, that NOF shall not modify the delivery dates for any Firm Forecast previously accepted by NOF unless there has been an increase or decrease to the quantity specified by CREALTA in the updated Forecast”). The first Calendar Quarter Additionally, the parties agree that time is of each Forecast shall be a “Firm Forecast.” Except as provided the essence in Section 4.2(c), each Forecast shall be non-binding resolving any dispute arising hereunder and shall be used by Salix for planning purposes onlyuse their best efforts to agree upon a revised Forecast as soon as possible. (c) At CREALTA shall place binding written purchase orders setting forth delivery dates of each quarter for the Activated PEG based on the Firm Forecast and updated Firm Forecasts at least […***…] before the agreed upon delivery date ([*]) days prior to the first day of each Calendar Quarter during the Term commencing with the Calendar Quarter in which the expected Launch Date occurs, Xxxxxx shall submit to Salix a written purchase order in such form as shall be reasonably acceptable to Salix (a “Firm Order”) for the quantity of Generic Product to be delivered to Xxxxxx during each month of such Calendar Quarter, which Purchase Order shall specify the required delivery date for such Generic Product. The quantity of Generic Product specified in any Purchase Order for delivery in any month of a Calendar Quarter shall not be less than [*] percent ([*]%) of, nor more than [*] percent ([*]%) of, the quantities specified in the Firm Forecast applicable to such month. In the event Salix fails to timely deliver Generic Product ordered hereunder, Xxxxxx may revise its Forecasts, including any Firm Forecast, to address the shortfall of supply and/or the impact such late delivery may have had on the trade for Generic Product, and Salix shall use Commercially Reasonable Efforts to accommodate such revisions). (d) If any Generic Product purchased by Xxxxxx prior to the Launch Date has less than sixteen (16) months remaining before its expiration date, and the Launch Date has not [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. occurred, Xxxxxx may return such Generic Product to Salix and Salix shall use Commercially Reasonable Efforts to replace promptly such returned Generic Product with Generic Product with expiration dating greater than twenty (20) months at no additional cost. In the event the Parties determine that it is likely that Xxxxxx will have to return Generic Product pursuant to this Section 4.2(d), the Parties will use Commercially Reasonable Efforts to assure that such replacement Generic Product shall be available by the Launch Date.

Forecasting and Orders. CREALTA shall forecast and order the Activated PEG as follows: (a) Xxxxxx acknowledges Not less than [***] prior to the Supply Commencement Date and agrees that all forecasts and Firm Orders Quarterly thereafter, CREALTA shall provide to NOF a rolling [***] forecast, starting from the Supply Commencement Date, of its expected quarterly requirements for the Activated PEG (“Forecast”), the first [***] of which shall be subject binding (a “Firm Forecast”) and the last [***] of which shall be non-binding. The Forecast will include the required delivery dates and delivery locations for the Activated PEG, such delivery dates to be no sooner than [***] days from the maximum monthly Whole Lot quantities set forth in Exhibit C attached heretodate of transmission of the Forecast to NOF. The Forecast will be updated Quarterly by CREALTA. The non-binding portions of the Forecast, the last [***], may be modified by CREALTA plus or minus [***]% upon each quarter becoming a Firm Forecast provided, however, that the total amount of the non-binding portions of the Forecast may not increase or decrease by [***], plus or minus, within such non-binding [***] period unless the parties shall agree otherwise. (b) At least Within [***] ([*]) days prior of receipt of the Forecast and each quarterly updated Forecast, NOF shall reply in writing whether it will agree to meet the required Forecast and delivery dates. If, despite the use of best commercial efforts, NOF projects that it is unable to agree to the first day of each Calendar Quarter during the Term commencing with the Calendar Quarter in which the expected Launch Date occurs, Xxxxxx shall deliver to Salix a written good faith forecast estimating the quantities of Generic Product that Xxxxxx expects to purchase from Salix during such Calendar Quarter Forecast or updated Forecast and the following three (3) Calendar Quartersdelivery dates set forth therein, broken out on the Parties shall use their reasonable efforts to agree to a monthly basis (each a “revised Forecast and delivery dates. Provided, however, that NOF shall not modify the delivery dates for any Firm Forecast previously accepted by NOF unless there has been an increase or decrease to the quantity specified by CREALTA in the updated Forecast”). The first Calendar Quarter Additionally, the parties agree that time is of each Forecast shall be a “Firm Forecast.” Except as provided the essence in Section 4.2(c), each Forecast shall be non-binding resolving any dispute arising hereunder and shall be used by Salix for planning purposes onlyuse their best efforts to agree upon a revised Forecast as soon as possible. (c) At CREALTA shall place binding written purchase orders setting forth delivery dates of each quarter for the Activated PEG based on the Firm Forecast and updated Firm Forecasts at least [***] before the agreed upon delivery date ([*]) days prior to the first day of each Calendar Quarter during the Term commencing with the Calendar Quarter in which the expected Launch Date occurs, Xxxxxx shall submit to Salix a written purchase order in such form as shall be reasonably acceptable to Salix (a “Firm Order”) for the quantity of Generic Product to be delivered to Xxxxxx during each month of such Calendar Quarter, which Purchase Order shall specify the required delivery date for such Generic Product. The quantity of Generic Product specified in any Purchase Order for delivery in any month of a Calendar Quarter shall not be less than [*] percent ([*]%) of, nor more than [*] percent ([*]%) of, the quantities specified in the Firm Forecast applicable to such month. In the event Salix fails to timely deliver Generic Product ordered hereunder, Xxxxxx may revise its Forecasts, including any Firm Forecast, to address the shortfall of supply and/or the impact such late delivery may have had on the trade for Generic Product, and Salix shall use Commercially Reasonable Efforts to accommodate such revisions). (d) If any Generic Product purchased by Xxxxxx prior to the Launch Date has less than sixteen (16) months remaining before its expiration date, and the Launch Date has not [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. occurred, Xxxxxx may return such Generic Product to Salix and Salix shall use Commercially Reasonable Efforts to replace promptly such returned Generic Product with Generic Product with expiration dating greater than twenty (20) months at no additional cost. In the event the Parties determine that it is likely that Xxxxxx will have to return Generic Product pursuant to this Section 4.2(d), the Parties will use Commercially Reasonable Efforts to assure that such replacement Generic Product shall be available by the Launch Date.