Common use of Forecasts and Firm Orders Clause in Contracts

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days prior to the beginning of each calendar month during the Term, Purchaser shall give Producer a rolling forecast (each a “Forecast”) of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period specified in Exhibit A, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. The Forecast for the binding period specified in Exhibit A shall contain specific dates for shipment (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility, and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective Parties (a “Firm Order”), subject to Section 2.8(b). The quantities of Supplied Products (or any components thereof, if applicable and different from the binding period for Supplied Products generally) for the final month of the applicable binding forecast period subject to a Firm Order may not vary by more than 15% from the forecasted quantities contained in the immediately preceding Forecast for such month prior to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning on the date of this Agreement were delivered to Producer by Xxxxxxxxx at the time of signing this Agreement. Without limiting Section 2.2, minimum per order quantities for each Supplied Product, if any, shall be set forth in Exhibit A. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.8(a), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and shipment dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Products included in the applicable Firm Order and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product but shall have no obligation to pay for any such excess Supplied Products that are Producer Products. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use commercially reasonable efforts to meet the shipment dates set forth in each Firm Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (e) The Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the Parties, but such longer-range forecasts shall not constitute a commitment by either Party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days prior to the beginning of each calendar month during the Term, Purchaser shall give Producer a rolling forecast (each a “Forecast”) of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period specified agreed by such Purchaser and Producer in Exhibit Awriting from time to time, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. The Forecast for the binding period specified in Exhibit A shall contain specific dates for shipment (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility, Facility (and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective Parties parties (a “Firm Order”), subject to Section 2.8(b2.9(b). The quantities of Supplied Products (or any components thereof, if applicable and different from the binding period for Supplied Products generally) for the final month months of the applicable non-binding forecast period subject specifically agreed in writing by the Producer and Purchaser from time to a Firm Order time may not vary by more than 15% from the forecasted quantities contained in the immediately preceding Forecast for amount agreed by such month prior to its inclusion in a Firm OrderParties. Forecasts relating to each Supplied Product beginning on the date of this Agreement Effective Date were delivered to Producer by Xxxxxxxxx Purchaser at the time of signing this AgreementAgreement (or, if not so delivered, will be delivered prior to the applicable Effective Date). Without limiting Section 2.2, minimum Minimum per order quantities for each Supplied Product, if any, shall be set forth agreed in Exhibit A.writing by the Purchaser and Producer from time to time. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.8(a2.9(a) (subject to the other terms of this Agreement), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and shipment delivery dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Products included in the applicable Firm Order and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product but shall have no obligation to pay for any such excess Supplied Products that are Producer Products. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use its commercially reasonable efforts to meet the shipment dates set forth in each Firm Order Order, but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If Producer’s actual production of any Supplied Product exceeds Purchaser’s Firm Orders for such Supplied Product, Purchaser shall purchase such excess up to 5% above the Firm Orders, and Firm Orders for the succeeding month or months shall be reduced by such excess. Purchaser shall have no obligation to purchase in excess of 5% above any Firm Order. (e) Prior to exercising rights set forth in Sections 2.9(c) or (d) above to elect early delivery or to require excess purchases, Producer shall provide Notice to Purchaser of its intent to exercise such rights. If, in response to any such Notice, Purchaser shall inform Producer in writing that Purchaser would suffer a warehousing space constraint if Producer were to deliver Supplied Products prior to the requested shipment date set forth in a Firm Order or in excess of the amounts set forth in a Firm Order, Producer shall not be entitled to exercise the rights set forth in Sections 2.9(c) and (d) above to elect early shipment or to require excess purchases. (f) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (eg) The Parties parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the Partiesparties, but such longer-range forecasts shall not constitute a commitment by either Party party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days prior to the beginning of each calendar month during the Term, Purchaser shall give Producer a rolling forecast (each a “Forecast”) of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period specified in Exhibit A, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. The Forecast for the binding period specified in Exhibit A shall contain specific dates for shipment (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility, and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective Parties (a “Firm Order”), subject to Section 2.8(b). The quantities of Supplied Products (or any components thereof, if applicable and different from the binding period for Supplied Products generally) for the final month of the applicable binding forecast period subject to a Firm Order may not vary by more than 15% from the forecasted quantities contained in the immediately preceding Forecast for such month prior to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning on the date of this Agreement were delivered to Producer by Xxxxxxxxx at the time of signing this Agreement. Without limiting Section 2.2, minimum per order quantities for each Supplied Product, if any, shall be set forth in Exhibit A. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.8(a), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and shipment dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Products included in the applicable Firm Order and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product but shall have no obligation to pay for any such excess Supplied Products that are Producer ProductsProduct. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use commercially reasonable efforts to meet the shipment dates set forth in each Firm Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (e) The Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the Parties, but such longer-range forecasts shall not constitute a commitment by either Party to purchase or supply.

Forecasts and Firm Orders. Leiner shall xxxxxde to Genpharm and Par, quarterly (aat least sixty (60) With respect to each Supplied calendar days in advance of the commencement of the first calendar month forecasted thereunder), a twelve (12)-month rolling forecast of Leiner's estixxxxx xequirements of the Product, at least seven calendar days prior which forecast shall represent a commitment of Leiner to the beginning purcxxxx xhe quantity of each calendar month during the Term, Purchaser shall give Producer a rolling forecast (each a “Forecast”) of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period specified in Exhibit A, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. The Forecast projected for the binding period specified in Exhibit A shall contain specific dates for shipment first three months thereunder and a commitment to purchase from Genpharm (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility, and in or Genpharm's designee) any case in a reasonable manner to avoid unreasonable raw materials not used or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied resold by the respective Parties (a “Firm Order”), subject to Section 2.8(b). The quantities of Supplied Products (or any components thereof, if applicable and different from Manufacturer but ordered by the binding period for Supplied Products generally) for the final month of the applicable binding forecast period subject to a Firm Order may not vary by more than 15% from the forecasted quantities contained Manufacturer in the immediately preceding Forecast for such month prior to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning reasonable reliance on the date of this Agreement were delivered to Producer by Xxxxxxxxx at the time of signing this Agreement. Without limiting Section 2.2, minimum per order quantities for each Supplied Product, if any, shall be set forth in Exhibit A. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.8(a), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and shipment dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Products included in Product forecasted by Leiner for the xxxxxh, fifth and sixth months forecasted thereunder. Such raw material purchased by Leiner shall bx xxxxvered to Leiner promptxx xxter Leiner's paymxxx xxxrefor, and Leiner shall xxx Xenpharm promptly upon receipt of Genpharm's invoice for applicable Firm Order freight, insurance and available for deliverytaxes, as such Firm Order may be modified imposts or duties levied upon the sale of the raw materials by Purchaser Genpharm to Leiner. Subjexx xx the foregoing, all forecasts are estimates only, and Leiner shall bx xxxxd only to purchase the Product pursuant to purchase orders submitted, or deemed hereunder to be submitted, by it to Genpharm (and Par). Leiner shall xxxxxer the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized first such forecast as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms soon as are applicable to the purchase of all other Supplied Product but shall have no obligation to pay for any such excess Supplied Products that are Producer Products. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use commercially reasonable efforts to meet the shipment dates set forth in each Firm Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability possible and in any event at least five within thirty (30) calendar days prior after the Effective Date, and Leiner shall, xxxxect to the delivery date required in such Firm Orderfirst sentence hereof, deliver the updated and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Partyextended forecasts every three (3) months thereafter. (d) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (e) The Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the Parties, but such longer-range forecasts shall not constitute a commitment by either Party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product2.3.1 Starting after the placement of the First Renewal Order, at least seven calendar days prior to on or before the beginning first day of each calendar month during the Termmonth, Purchaser Customer shall give Producer a rolling forecast (each a “Forecast”) Albemarle Customer’s good faith written estimate of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period specified in Exhibit A, which Forecast shall satisfy all of the Customer’s projected requirements of the master scheduling system employed from time Product for delivery during the upcoming twelve (12) months. Such forecasts constitute non-binding, good faith estimates provided solely to time by Producerassist Albemarle in raw material procurement, production planning and manufacturing of the Product. The Forecast Albemarle shall use these forecasts to procure long leadtime raw materials. 2.3.2 Customer acknowledges that, since Product is a product made exclusively for the binding period specified in Exhibit A shall contain specific dates for shipment (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production FacilityCustomer, and in order to accommodate Albemarle’s planning, manufacturing, analytical testing and release of the Product, Customer agrees to place a binding non-cancelable written purchase order for the delivery of any case Product required in a reasonable manner to avoid unreasonable the first three (3) month period of the initial or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective Parties any updated forecast (a “Firm Order”). Customer further agrees to place Firm Orders in one-batch increments, subject each batch to Section 2.8(b)consist of approximately 1,450 kg. The quantities Albemarle shall, upon receipt of Supplied Products (or any components thereofFirm Order after the First Renewal Order, if deliver ordered batches of Product within the Lead Time applicable and different from to such Firm Order, which period shall be shortened, as much as possible, taking into account the availability of raw materials. 2.3.3 In the event that Customer does not place binding period orders for Supplied Products generally) Product consistent with the forecasted quantities, then in order to compensate Albemarle for the final month actual and full costs of procuring long lead time raw materials, Customer shall pay Albemarle the documented direct costs associated with any unused quantity of such raw materials purchased by Albemarle specifically for the manufacture of the applicable binding forecast period subject to a Firm Order may not vary by more than 15% from the forecasted quantities contained in the immediately preceding Forecast for such month prior to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning on the date of this Agreement were delivered to Producer by Xxxxxxxxx at the time of signing this Agreement. Without limiting Section 2.2, minimum per order quantities for each Supplied Product, if any, shall be set forth in Exhibit A. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.8(a), Producer shall use commercially reasonable provided that Albemarle has made good faith efforts to meet Purchaser’s requested quantities and shipment dates return such raw materials to their manufacturers for increased orders in excess of credit. Any such raw materials, for which Customer pays Albemarle the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interruptingdocumented direct costs, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentenceproperty of Customer, and Purchaser Albemarle shall be required promptly assign all right, title and interest in and to pay such raw materials to Customer. Albemarle shall store such unused raw materials at the Customer’s request at no charge for up to one (1) year, and thereafter shall, at Albemarle’s option, continue to store such raw materials at the quantity Customer’s expense and Albemarle shall, upon notice to Customer, deliver them to Customer or its designee. Albemarle shall otherwise, at Customer’s expense, properly dispose of Supplied Products included in the applicable Firm Order any unused raw materials, any rejected Product and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product but shall have no obligation to pay for any such excess Supplied Products that are Producer Products. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use commercially reasonable efforts to meet the shipment dates set forth in each Firm Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order waste in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either PartyApplicable Law. (d) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (e) The Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the Parties, but such longer-range forecasts shall not constitute a commitment by either Party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product2.3.1 Starting after the placement of the First Order, at least seven calendar days prior to on or before the beginning first day of each calendar month during the Termmonth, Purchaser Customer shall give Producer a rolling forecast (each a “Forecast”) Albemarle Customer’s good faith written estimate of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period specified in Exhibit A, which Forecast shall satisfy all of the Customer’s projected requirements of the master scheduling system employed from time Product for delivery during the upcoming twelve (12) months. Such forecasts constitute non-binding, good faith estimates provided solely to time by Producerassist Albemarle in raw material procurement, production planning and manufacturing of the Product. The Forecast Albemarle shall use these forecasts to procure long leadtime raw materials. 2.3.2 Customer acknowledges that, since Product is a product made exclusively for the binding period specified in Exhibit A shall contain specific dates for shipment (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production FacilityCustomer, and in order to accommodate Albemarle’s planning, manufacturing, analytical testing and release of the Product, Customer agrees to place a binding non-cancelable written purchase order for the delivery of any case Product required in a reasonable manner to avoid unreasonable the first three (3) month period of the initial or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective Parties any updated forecast (a “Firm Order”). Customer further agrees to place Firm Orders in one-batch increments, subject each batch to Section 2.8(b)consist of approximately 1,350 kg. The quantities Albemarle shall, upon receipt of Supplied Products (or any components thereofFirm Order after the First Order, if deliver ordered batches of Product within the Lead Time applicable and different from to such Firm Order, which period shall be shortened, as much as possible, taking into account the availability of raw materials. 2.3.3 In the event that Customer does not place binding period orders for Supplied Products generally) Product consistent with the forecasted quantities, then in order to compensate Albemarle for the final month actual and full costs of procuring long lead time raw materials, Customer shall pay Albemarle the documented direct costs associated with any unused quantity of such raw materials purchased by Albemarle specifically for the manufacture of the applicable binding forecast period subject to a Firm Order may not vary by more than 15% from the forecasted quantities contained in the immediately preceding Forecast for such month prior to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning on the date of this Agreement were delivered to Producer by Xxxxxxxxx at the time of signing this Agreement. Without limiting Section 2.2, minimum per order quantities for each Supplied Product, if any, shall be set forth in Exhibit A. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.8(a), Producer shall use commercially reasonable provided that Albemarle has made good faith efforts to meet Purchaser’s requested quantities and shipment dates return such raw materials to their manufacturers for increased orders in excess of credit. Any such raw materials, for which Customer pays Albemarle the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interruptingdocumented direct costs, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentenceproperty of Customer, and Purchaser Albemarle shall be required promptly assign all right, title and interest in and to pay such raw materials to Customer. Albemarle shall store such unused raw materials at the Customer’s request at no charge for up to one (1) year, and thereafter shall, at Albemarle’s option, continue to store such raw materials at the quantity Customer’s expense and Albemarle shall, upon notice to Customer, deliver them to Customer or its designee. Albemarle shall otherwise, at Customer’s expense, properly dispose of Supplied Products included in the applicable Firm Order any unused raw materials, any rejected Product and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product but shall have no obligation to pay for any such excess Supplied Products that are Producer Products. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use commercially reasonable efforts to meet the shipment dates set forth in each Firm Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order waste in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either PartyApplicable Law. (d) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (e) The Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the Parties, but such longer-range forecasts shall not constitute a commitment by either Party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days prior to the beginning of each calendar month during the Term, Purchaser shall give Producer a rolling forecast (each a “Forecast”) of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period specified in Exhibit A, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. The Forecast for the binding period specified in Exhibit A shall contain specific dates for shipment (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility, and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective Parties (a “Firm Order”), subject to Section 2.8(b). The quantities of Supplied Products (or any components thereof, if applicable and different from the binding period for Supplied Products generally) for the final month of the applicable binding forecast period subject to a Firm Order may not vary by more than 15% from the forecasted quantities contained in the immediately preceding Forecast for such month prior to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning on the date of this Agreement were delivered to Producer by Xxxxxxxxx Purchaser at the time of signing this Agreement. Without limiting Section 2.2, minimum per order quantities for each Supplied Product, if any, shall be set forth in Exhibit A. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.8(a), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and shipment dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Products included in the applicable Firm Order and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product but shall have no obligation to pay for any such excess Supplied Products that are Producer Products. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use commercially reasonable efforts to meet the shipment dates set forth in each Firm Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (e) The Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the Parties, but such longer-range forecasts shall not constitute a commitment by either Party to purchase or supply.

Forecasts and Firm Orders. Prior to thirty (a30) With respect days after the Final Approval Date, Par shall deliver to each Supplied Pentech a twelve-month forecast of Par's requirements for the Product, . Such forecast shall be provided at least seven calendar thirty (30) days prior to the beginning first requested shipment of the Product. The date of the first shipment shall be the first date of the first twelve-month forecast period. At least sixty (60) days prior to the end of such first twelve-month forecast and for each subsequent twelve-month period thereafter, Par shall provide a twelve-month forecast of Par's requirements for the Product during the next following twelve-month period of this Agreement. The twelve-month forecast shall be updated by Par (i) every six months and (ii) upon Par's determining that a monthly volume contemplated in the most recent forecast has changed by more than 20%. Such forecast shall be non-binding on Par except as set forth below. (A) Firm written orders shall be provided by Par to Pentech on or before the 10th day of each calendar month for the Product to be supplied to Par during each of the three (3) months following the month in which such written order is submitted. (B) Written non-binding forecasts shall be provided on or before the 10th day of each month for the Products that Par then anticipates will be required to be produced and delivered to Par during the Termfourth, Purchaser fifth and sixth months following the month in which such forecast is delivered. Such forecasts shall give Producer be updated by Par upon Par determining that the volumes contemplated in the most recent of such forecasts have changed by more than 20%. (C) The firm written orders submitted by Par to Pentech pursuant to Subsection 3.2(A) shall constitute a rolling forecast (each a “Forecast”) firm obligation to purchase the ordered quantities of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period specified in Exhibit A, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. The Forecast for the binding period specified in Exhibit A shall contain specific dates for shipment (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility, and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility"Firm Order") and shall be binding on both Producer Par. The Firm Orders shall include a purchase order number, quantities ordered, monthly delivery schedule and Purchaser regarding such Supplied Product any elements necessary to be purchased or supplied by ensure the respective Parties (a “Firm Order”), subject to Section 2.8(b)timely production and delivery of the Product. The quantities of Supplied Products ordered in such Firm Orders shall not be subject to reduction, provided that, subject to Subsection 3.2(D) below, the delivery dates in respect of Products ordered for delivery during the second and third months of the period covered by such order may be delayed at the request of Par if such request is made prior to the 10th day of the month following the month in which such order is provided to Pentech. (D) If Par postpones delivery of Firm Orders as permitted pursuant to Subsection 3.2(C) and at the end of six months following the month in which such Firm Orders would otherwise have been met by Pentech but for such postponement, Par has not taken delivery of all of the Products covered by such Orders, Pentech may require Par to purchase all remaining finished Products which it or its Subcontractor has manufactured to fill such postponed Firm Orders. In addition, Pentech may require Par to pay to Pentech the cost of any raw materials than held by Pentech or its Subcontractor for use in the manufacture of the Products required to fill those Firm Orders, at Pentech's cost therefore. Par shall receive a credit from Pentech to the extent that any of such materials are subsequently used in the production of Products. (E) Par understands and acknowledges that Pentech and its Subcontractor will rely on the Firm Orders submitted under this Article 3 in ordering the materials to meet such orders. In addition, Par understands that to ensure an orderly supply of such materials and to achieve economies of scale in the costs thereof, it may be desirable for Pentech or its Subcontractor to purchase such materials in sufficient volumes to meet the forecasted production requirements for Products during a six-month or twelve-month period. Accordingly, Par agrees that purchases may be made by Pentech or its Subcontractor in respect of the Product raw materials to satisfy the production requirements for Products for forecasted periods of up to twelve-months. In such circumstances, if such materials are not included in finished Products purchased by Par within six months after the forecasted month in respect of which such purchases have been made (or any components thereofsuch longer period as other parties may have agreed to), if applicable and different from the binding period for Supplied Products generally) for the final month of the applicable binding forecast period subject Par will pay to a Firm Order may not vary by more than 15% from the forecasted quantities contained Pentech its costs thereof and, in the immediately preceding Forecast event such materials are incorporated into Products subsequently purchased by Par, Par will receive credit for any such month prior costs previously paid to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning on Pentech by Par. (F) To the date extent that any purchase order, or any acceptance documentation of Pentech, has terms, conditions or provisions inconsistent with this Agreement, the terms, conditions and provisions of this Agreement were delivered shall control. Subject to Producer by Xxxxxxxxx at Section 3.1 hereto, Par shall not be required to purchase any minimum amount of the Product during the Term, any Renewal Term or during any other time of signing this Agreementperiod. Without limiting Section 2.2, The Product may only be ordered in the minimum per run order quantities for each Supplied Product, if any, shall be set forth in Exhibit A. (bG) Each Firm Order In addition to the obligations set forth under Article 7, if this Agreement expires or is terminated in whole or in part for any reason other than a default by Pentech, Par shall give rise to a binding obligation of Purchaser to (i) purchase, accept at Pentech's cost, the Product inventory held by Pentech and pay for the quantities its Subcontractor in contemplation of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.8(a), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and shipment dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any filling Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentenceOrders, and Purchaser shall be required to pay for (ii) satisfy the quantity of Supplied Products included in the applicable Firm Order and available for delivery, as such Firm Order may be modified by Purchaser purchase price payable pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess Pentech's or Subcontractor's orders with suppliers of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved Product raw materials provided such orders were made by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product but shall have no obligation to pay for any such excess Supplied Products that are Producer Products. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use commercially reasonable efforts to meet the shipment dates set forth in each Firm Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If, due to its fault Pentech or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer Subcontractor in reasonable detail that such failure will result in a material negative economic impact reliance on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customersFirm Orders. (e) The Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the Parties, but such longer-range forecasts shall not constitute a commitment by either Party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days prior to the beginning of each calendar month during the Term, Purchaser shall give Producer a rolling forecast (each a “Forecast”) of the orders Purchaser expects to place with Producer for such Supplied Product for each month during the rolling forecast period specified in Exhibit A, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. The Forecast for the binding period specified in Exhibit A shall contain specific dates for shipment (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility, and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility) and shall be binding on both Producer and Purchaser regarding such Supplied Product to be purchased or supplied by the respective Parties (a “Firm Order”), subject to Section 2.8(b). The quantities of Supplied Products (or any components thereof, if applicable and different from the binding period for Supplied Products generally) for the final month of the applicable binding forecast period subject to a Firm Order may not vary by more than 15% from the forecasted quantities contained in the immediately preceding Forecast for such month prior to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning on the date of this Agreement were delivered to Producer by Xxxxxxxxx Purchaser at the time of signing this Agreement. Without limiting Section 2.2, minimum per order quantities for each Supplied Product, if any, shall be set forth in Exhibit A. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.8(a), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and shipment dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s Table of Contents other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentence, and Purchaser shall be required to pay for the quantity of Supplied Products included in the applicable Firm Order and available for delivery, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product but shall have no obligation to pay for any such excess Supplied Products that are Producer ProductsProduct. Firm Orders shall be governed by the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall apply. (c) At all times during the Term, Producer shall use commercially reasonable efforts to meet the shipment dates set forth in each Firm Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (e) The Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the Parties, but such longer-range forecasts shall not constitute a commitment by either Party to purchase or supply.

Forecasts and Firm Orders. (a) With respect to each Supplied Product, at least seven calendar days Beginning on the date hereof and hereafter on or prior to the beginning of fifth day preceding each calendar month during of the Term, Purchaser Manufacturer shall give Producer provide Sharp with a twelve (12) month rolling forecast (each each, a “Forecast”) of Manufacturer’s quantity and delivery date requirements for the orders Purchaser expects to place with Producer for such Supplied Product for Packaged Products. (b) The first three (3) months of each month during the rolling forecast period specified in Exhibit A, which Forecast shall satisfy all of the requirements of the master scheduling system employed from time to time by Producer. The Forecast for the binding period specified in Exhibit A shall contain specific dates for shipment constitute a firm order (and Producer and Purchaser shall cooperate to cause shipments to occur promptly after release at the Production Facility, and in any case in a reasonable manner to avoid unreasonable or undue burden on Producer’s other businesses and operations at such Production Facility“Firm Order”) and shall be binding upon Manufacturer (whether or not Sharp receives a Purchase Order in connection with such [***] month period). For the purposes of ordering packaging materials and scheduling capacity, Manufacturer shall provide Sharp with purchase orders on both Producer its standard form setting forth (i) the quantity of Packaged Product ordered; (ii) the delivery date for such order; and Purchaser regarding such Supplied Product (iii) the lot numbers to be purchased applied to such Packaged Product (each, a “Purchase Order”) in connection with such three (3) month period for the Packaged Products to be supplied during such period. So long as the quantity and delivery date requirements set forth in the Purchase Orders during such three (3) month period are consistent with the applicable Firm Order, Sharp shall respond with an order acknowledgment within five (5) business days. If the quantity and delivery date requirements set forth in the Purchase Orders are not consistent with the applicable Firm Order, or supplied by in the respective Parties event that Manufacturer desires to subsequently amend a Purchase Order, then the parties shall cooperate in good faith to develop a mutually agreeable purchase order (a “Revised Purchase Order”) at least [***] ([***]) days prior to the scheduled start of production; provided, however that in the event a Revised Purchase Order is not agreed upon by the parties, Manufacturer shall be obligated to purchase and Sharp shall be obligated to supply all Packaged Products arising from such Firm Order”. (c) If any such Revised Purchase Order requires a decrease in the production volume of the Packaged Products requested in the Xxxx Order, Manufacturer shall be responsible for (i) [***]. Notwithstanding anything to the contrary in this Section 4.2(c), subject Manufacturer shall not be obligated to Section 2.8(b)reimburse Sharp for Packaging Materials that are used for subsequent orders of Packaged Products placed by Manufacturer and Packaging Materials that are used by Sharp on behalf of its other customers. The quantities of Supplied Products (or any components thereof, if applicable and different from the binding period for Supplied Products generally) for the final month Upon payment of the applicable binding forecast period subject costs related to a Firm Order may not vary Revised Purchase Order, Sharp shall upon request deliver to Manufacturer, at Manufacturer’s expense, any unused Packaging Materials and other components paid for by more than 15% from the forecasted quantities contained in the immediately preceding Forecast Manufacturer. [***] Confidential treatment has been requested for such month prior to its inclusion in a Firm Order. Forecasts relating to each Supplied Product beginning on the date portions of this Agreement were delivered to Producer by Xxxxxxxxx at exhibit. These portions have been omitted from this exhibit and have been filed separately with the time Securities and Exchange Commission. (d) Nothing printed or written on any Manufacturer Purchase Order outside of signing the scope described in Section 4.2(b), or on any Sharp order acknowledgement or on any other similar form or document, shall modify or expand either party’s obligations under this Agreement. Without limiting Section 2.2In the event of any inconsistency between the terras of any Purchase Order or Sharp order acknowledgement, minimum per order quantities for each Supplied Product, if any, shall be set forth in Exhibit A. (b) Each Firm Order shall give rise to a binding obligation of Purchaser to purchase, accept and pay for on the quantities of Supplied Products referred to therein. Notwithstanding the foregoing or Section 2.8(a), Producer shall use commercially reasonable efforts to meet Purchaser’s requested quantities and shipment dates for increased orders in excess of the permitted amounts if such amounts can be reasonably accommodated (at Purchaser’s expense) without unreasonably interrupting, or otherwise diverting resources from, Producer’s other businesses. Producer shall be deemed to have accepted and shall be bound by any Firm Order submitted to Producer, as such Firm Order may be changed as provided in the preceding sentenceone hand, and Purchaser shall be required to pay for the quantity terms of Supplied Products included in the applicable Firm Order and available for deliverythis Agreement, as such Firm Order may be modified by Purchaser pursuant to the preceding sentence, if applicable. Purchaser acknowledges that Supplied Products in excess of the quantities set forth in a Firm Order may be realized as a result of Producer’s reasonable efforts hereunder, including due to production efficiencies achieved by Producer. Purchaser agrees to purchase and pay for all such excess Supplied Products that are Purchaser Products on the same terms as are applicable to the purchase of all other Supplied Product but shall have no obligation to pay for any such excess Supplied Products that are Producer Products. Firm Orders shall be governed by hand, the terms of this Agreement and in the event of an inconsistency between any other documentation related to a Firm Order and this Agreement, this Agreement shall applyprevail. (c) At all times during the Term, Producer shall use commercially reasonable efforts to meet the shipment dates set forth in each Firm Order but shall have no obligation to maintain materials necessary to meet any Firm Orders prior to any order becoming a Firm Order. In the event Producer will not be able to fulfill any Firm Order in accordance with the terms herein, Producer shall notify Purchaser in writing promptly upon becoming aware of such inability and in any event at least five calendar days prior to the delivery date required in such Firm Order, and the Parties will discuss alternate delivery dates in good faith with a view to reaching agreement thereto, such agreement not to be unreasonably withheld by either Party. (d) If, due to its fault or error, Producer fails to deliver Supplied Products in the quantities specified in the applicable Firm Order and Purchaser notifies Producer in reasonable detail that such failure will result in a material negative economic impact on Purchaser’s business, Producer shall pay air freight or other extraordinary shipping costs reasonably necessary to deliver delayed Supplied Products to Purchaser or Purchaser’s customers. (e) The Parties shall cooperate in good faith in providing other, longer-range forecasts which shall be useful in budget planning by the Parties, but such longer-range forecasts shall not constitute a commitment by either Party to purchase or supply.