Forecasts and Orders Sample Clauses
The "Forecasts and Orders" clause defines the procedures and requirements for providing advance estimates of future product or service needs, as well as the formal placement of purchase orders. Typically, this clause outlines how and when forecasts must be submitted, whether they are binding or non-binding, and the process for converting forecasts into actual orders. For example, a buyer may be required to provide monthly forecasts to help the supplier plan production, with firm orders placed a set number of days in advance. The core function of this clause is to facilitate efficient supply chain planning and ensure both parties have clear expectations regarding demand and delivery obligations.
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Forecasts and Orders. 7.3.1 Not less than [*****] days prior to the first day of each calendar quarter (commencing with the first calendar quarter in which Intrexon, its sublicensees or their respective Affiliates order API from Halozyme hereunder), Intrexon shall prepare and provide Halozyme with a written forecast of its good faith estimated requirements for API under this Section 7.3 for each of the subsequent [*****] calendar quarters. Intrexon shall not (a) increase or decrease the quantity estimated for the [*****] quarterly period of each forecast from the quantity estimated for the [*****] quarterly period of the previous forecast, (b) increase or decrease the quantity estimated for the [*****] quarterly periods of each forecast by more than [*****] percent ([*****]%) of the quantity estimated for the [*****] quarterly periods of the previous forecast, respectively, without the prior express written consent of Halozyme. The quantities estimated for the [*****] quarterly periods of each forecast shall be non-binding, and for planning purposes only.
7.3.2 Intrexon shall be required to purchase [*****] of the quantity forecasted for each API under this Section 7.3 for the first and second quarterly periods of each forecast under Section 7.3.1.
7.3.3 Halozyme shall be required to supply the quantity of API ordered by Intrexon under this Section 7.3 in any calendar quarter up to [*****] percent ([*****]%) of the quantity forecasted for the [*****] quarterly period of the most recent forecast. If Intrexon’s Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. orders in any calendar quarter exceed [*****] percent ([*****]%) of the quantity forecasted for the [*****] quarterly period of the most recent forecast, Halozyme shall use commercially reasonable efforts to supply such excess. Halozyme shall use commercially reasonable efforts to meet Intrexon’s delivery requirements specified in accordance with Section 7.3.4. In the event of a shortfall to forecast, Halozyme shall use commercially reasonable efforts to apportion API among Intrexon and its other customers on a pro rata basis according to their respective forecasts.
7.3.4 Intrexon shall make all purchases under this Section 7.3 by submitting firm purchase orders to Halozyme. Each such purchase order ...
Forecasts and Orders. 5.1 Neurex will keep Mallinckrodt reasonably informed of the regulatory development of SNX-111 including the status of clinical trials and filing of the NDA with the FDA so that Mallinckrodt may anticipate when to prepare for commercial production of an FDA approved SNX- 111. Mallinckrodt shall keep all such information confidential. At the beginning of the Calendar Half-Year starting on April 1, 1997, and at the beginning of each Calendar Half-Year thereafter during the term of this Agreement, Neurex will provide Mallinckrodt with a written twelve (12) month rolling forecast of the quantities of Product that Neurex expects to purchase during each of the next twelve (12) months. The first six (6) months of each forecast shall constitute firm orders deliverable as provided in Section 5.2, except for the period October 1, 1998 to December 31, 1998 for which the order period will be three (3) months. The balance of each twelve month forecast given by Neurex pursuant to this Section 5.1 is not a firm commitment on the part of Neurex to order the quantities of the Product set forth therein, but are given so that Mallinckrodt will have aufficient information upon which to schedule its manufacturing operations so as to be able to meet Neurex's firm orders for the Product that may be placed pursuant to Section 5.2.
5.2 At the beginning of each Calendar Half-Year, Neurex shall submit the six (6) month firm orders in writing for the quantity of the Product desired by Neurex at least six (6) months prior to the delivery date, except for the period October 1, 1998 to December 31, 1998 for which the order period will be three (3) months, and Mallinckrodt shall supply such quantities of the Product in accordance with Schedule D attached hereto and made a part hereof.
5.3 Mallinckrodt shall ship the Product in a container closure system described in Schedule E attached hereto and made a part hereof at Neurex's expense in accordance with Neurex's instructions, FOB Mallinckrodt's plant. For purposes of this Agreement, delivery of Product by Mallinckrodt to Neurex shall be deemed to have taken place upon acceptance of delivery by a Neurex-designated carrier at Mallinckrodt's plant.
5.4 Title to all finished Product shall pass to Neurex on delivery.
Forecasts and Orders. (a) Not later than six (6) months following submission of the MAA or other applicable regulatory filing, Nycomed shall provide Acusphere with the Updated Unit Forecast. The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ of such forecast shall be considered a Binding Purchase Order. Thereafter Nycomed shall provide Acusphere a rolling [CONFIDENTIAL TREATMENT REQUESTED] /*/ forecast of its purchase requirements of Product, and shall update same on a monthly basis. The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ of each rolling forecast will be binding orders to purchase. The [CONFIDENTIAL TREATMENT REQUESTED] /*/ may be reduced from the previous forecast by no more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) per month until fixed by the subsequent forecast; provided that the aggregate reduction from the quantity set forth in the previous forecast for such [CONFIDENTIAL TREATMENT REQUESTED] /*/ period shall not exceed [CONFIDENTIAL TREATMENT REQUESTED] /*/) percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) in aggregate during that [CONFIDENTIAL TREATMENT REQUESTED] /*/ period. For the avoidance of doubt, the rolling forecast provided for in this paragraph does not affect the Parties' obligations under Section 6.05 or 6.06, which are governed by the Updated Unit Forecast. The initial rolling forecast provided under this paragraph shall constitute the Updated Unit Forecast for purposes of Article VI of this Agreement and shall not provide for quantities of less than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of or more than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the quantities shown in the initial Unit Forecast. To the extent that the Updated Unit Forecast does not provide, for any month, for quantities above the amount shown in the initial Unit Forecast, Nycomed shall be given supply priority over Acusphere (including any customers of Acusphere) for orders for such month up to [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the amount shown on the initial Unit Forecast. In addition, Nycomed shall have the right to place orders above such unit forecasts, and Acusphere shall use all commercially reasonable efforts to accommodate such orders but shall not be obligated to give such orders priority over the orders of Acusphere or any customers of Acusphere, except to the extent set forth in Section 6.05.
(b) Notwithstanding the foregoing, after the [CONFIDENTIAL TREATMENT REQUESTED] /*/ orders shown in the Updated Unit F...
Forecasts and Orders. 4.1 Customer shall provide IBM’s customer account representative with a Product demand forecast, which shall cover a minimum of twelve (12) months broken out by Product and month. By the fifth (5th) day of every month during the term of this Attachment, Customer will provide IBM’s customer account representative with an updated Product demand forecast covering a rolling twelve (12) month period (not to extend beyond the term of this Attachment), which will be reviewed for approval by IBM within ten (10) days of receipt by IBM. Forecasts shall constitute good faith estimates of Customer’s anticipated requirements for Products but shall not contractually obligate IBM to supply, nor contractually obligate Customer to purchase, the quantities of Product set forth in such forecasts.
4.2 Customer will request delivery of Products by issuing written purchase orders to IBM. IBM will notify Customer of its acceptance or rejection of a purchase order within seven (7) days of receipt of the purchase order. Notwithstanding the foregoing, IBM’s failure to respond within such seven (7) day period will not Custom Sales Agreement No. 000569 Microtune, Inc. constitute a breach of the Agreement. At a minimum, purchase orders submitted by Customer must comply with the terms and conditions of the Agreement and this Attachment, be consistent with the most recently accepted forecast and fall within the most recent Customer credit limit as granted by IBM. Customer will request delivery of Products by issuing written purchase orders to IBM. Purchase orders will specify only the following information:
a) Customer’s purchase order number;
b) Customer’s tax status—exempt or non-exempt;
c) ship to location—complete address;
d) ▇▇▇▇ to location—complete address;
e) order from location—complete address;
f) shipping instructions, including preferred carrier and carrier account number;
g) the agreement number of this Agreement;
h) name of Customer contact;
i) Product part numbers, the quantity of wafers being ordered, (in increments of the Minimum Order Quantity (“MOQ”));
j) the Product’s applicable unit price; and
k) requested shipment dates.
Forecasts and Orders. 2.2.1 On the Effective Date of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the remainder of the current calendar year (the “Initial Annual Forecast”). Not later than November 30 of each calendar year during the Term of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. order from SELLER during the next subsequent calendar year (each, an “Annual Forecast”). The Annual Forecast shall be used to establish the per unit and per kilogram pricing for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006, the per kilogram pricing to be used, subject to the year-end adjustment pursuant to Section 2.3.1, shall be * per kilogram, notwithstanding the Initial Annual Forecast. In addition to the foregoing, one (1) month before the commencement of each calendar quarter during the Term of this Agreement, PURCHASER shall provide SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Martek Product for each of the succeeding four (4) quarters, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith, best estimate of requirements and should not be considered a firm commitment.
2.2.2 PURCHASER expressly acknowledges that available supplies of the Martek Product have been in the past, and, may from time to time in the future, be insufficient to meet current demand. Nevertheless, SELLER shall use commercially reasonable efforts to have available for shipment to PURCHASER or to a Designee for PURCHASER’s account such quantities of the Martek Product as PURCHASER forecasts in good faith pursuant to Section 2.2.1 above and any additional quantities which PURCHASER may reasonably request. In case for any reason SELLER cannot or does not supply such quantities of the Martek Products as are forecasted in good faith by PURCHASER pursuant to Section 2.2.1 to ...
Forecasts and Orders. 3.1 Forecasting and ordering of Product(s) under this Agreement shall be conducted:
(A) on a pull Manufacturing basis in respect of the Products as set out in clauses 3.2 and 3.4; or
(B) on a Toll Manufacturing Basis in respect of Products that are Tolled Products as set out in clause 5 (Toll Manufacture) and Exhibit 7 (Toll Manufacturing Provisions), and
(C) on the fifth (5th) Business Day of each calendar month commencing not later than the calendar month following the calendar month in which the Effective Date falls (or at such other dates as may be agreed between the Parties), the Purchaser shall provide to the Supplier a rolling demand forecast schedule (in such physical written format (as opposed to a data exchange) exchangeable by email as is agreed by the Parties) which shall align with the applicable Gating Plan for that Gating Year and comprise a good faith estimate of its anticipated aggregate monthly requirements for Products for at least the following twenty-four (24) months or, in each case, such shorter period remaining under the Term (including any proposed extension thereof), in accordance with clause 3.2 ( the “Forecast Schedule”).
(A) Manufacturing and supply of Products under this Agreement shall be pursuant to the Forecast Schedules and to the Firm Orders submitted by the Purchaser, as further described in this clause 3.2.
(B) The initial Forecast Schedule is attached to this Agreement at Exhibit 14 (Initial Product Forecast Schedule) and the Parties agree that the Purchaser and the Supplier shall be bound by the volumes of Products shown in the Firm Zone of such initial Forecast Schedule as at the Effective Date. The initial Forecast Schedule shall reflect the migration of all orders that are in progress immediately prior to the Effective Date.
(C) Provided that the volumes of Products shown in the Firm Zone of each Forecast Schedule align with the requirements of the Gating Plan in respect of such Products, such volumes shall be deemed to be firm orders binding on the Purchaser and the Supplier, and the quantities included for each Product in any Firm Zone may not be varied in any subsequent Forecast Schedule unless the Supplier agrees in writing (each such firm order being a “Firm Order”). Each Firm Order shall be for not less than the Minimum Order Quantity of Product and, if greater than the Minimum Order Quantity, shall be for the Minimum Order Quantity plus one or more multiples of the Minimum Order Quantity. If the volumes spec...
Forecasts and Orders. Starting on the Effective Date, and every three --------------------
Forecasts and Orders. (a) Not later than six months following submission of the NDA for a Product or other applicable regulatory filing on a country-by-country basis, Atrix will provide ABI with a 12 month forecast of Atrix's requirement of each Product, which forecast will include designation of whether such Product shall be provided in bulk or Unit form, for which an NDA, or other applicable regulatory filing, has been submitted, on a Product-by-Product basis, as follows:
(i) During the period commencing six months following submission of an NDA, or other applicable regulatory filing, for a Product through the end of the fourth full calendar quarter following the First Commercial Sale of that Product, the forecasts shall be provided quarterly, no less than 45 days prior to the beginning of each quarter. Said requirements will be based on standard production planning parameters, including sales forecasts, sales demand forecasts, promotional forecasts, inventory requirements, and the like. The first two quarters of the 12 month forecast will be stated in monthly requirements. The second two quarters of the 12 month forecast will be total requirement by stock keeping unit and will be stated as quarterly requirements. The first three months of the 12 month forecast will be firm orders to purchase. The second three months will be allowed to be flexed from the previous **** Indicates that a portion of the text has been omitted Confidential forecast by plus or minus 25% per month until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity set forth in the previous forecast for such three month period shall not exceed 50% in aggregate during that three month period. For example, if Atrix's forecast for the first three months was for 100 Units and its forecast for the second three months was for 200 Units, the maximum number of Units Atrix could order at the time the second three month period becomes fixed would be 300 Units (i.e., 50% of 200 Units plus the 200 Units originally forecast). The last two quarters of any 12 month forecast will be an estimate and not binding.
(ii) Following the end of the fourth full calendar quarter following the First Commercial Sale of a Product, Atrix will provide to ABI a rolling 12 month forecast for each Product with the first three months of the rolling 12 month forecast a firm order to purchase. Each forecast under this subsection (ii) shall be provided monthly, no less than 20 days prior to the beginning of ea...
Forecasts and Orders. (a) On or prior to the Effective Date, CollaGenex will provide Atrix with a 12 month forecast of CollaGenex's requirements for each Product, on a Product-by-Product basis, including Professional Samples, as follows:
(i) During the first four calendar quarters following the First Commercial Sale of each Product, the forecasts shall be provided quarterly, no less than 45 days prior to the beginning of each quarter. Said requirements will be based on standard production planning parameters including sales forecasts, sales demand forecasts, promotional forecasts, inventory requirements, and the like. The first two quarters of the 12 month forecast will be stated in monthly requirements. The second two quarters of the 12 month forecast will be total requirement by stock keeping unit and will be stated as quarterly requirements. The first 3 months of the 12 month forecast will be firm orders to purchase. The second 3 months will be allowed to be flexed from the previous forecast by plus or minus [ ]** until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity set forth in the previous forecast for such 3 month period shall not exceed [ ]** during that 3 month period. For example, if CollaGenex's forecast for [ ]** was for [ ]** and its forecast for [ ]** was for [ ]** the maximum number of Units CollaGenex could order at the time [ ]** becomes fixed would be [ ]** The [ ]** of any [ ]** will be [ ]**
(ii) After the first four calendar quarters following the First Commercial Sale of a Product, CollaGenex will provide to Atrix a rolling 12 month forecast for each Product with the first 3 months of the rolling 12 month forecast a firm order to purchase. Each forecast under this subsection (ii) shall be provided monthly, no less than 20 days prior to the beginning of each month. All orders will be for full batch quantities.
(b) CollaGenex agrees to purchase a sufficient amount of each Product to enable CollaGenex to carry sufficient inventory to allow for fluctuations in sales demand so as to allow Atrix reasonable lead time to meet increased demand. All forecasts will be made by CollaGenex to Atrix in good faith based upon standard commercial parameters. From time to time after the Effective Date, the Parties shall consider whether, in light of market demand, manufacturing capacity, inventory levels and other pertinent factors, to revise the schedule for delivery of forecasts and, if appropriate, negotiate in good faith to revi...
Forecasts and Orders. Commencing prior to, but no later than [***] months before, Market Launch, and thereafter on or before the last Business Day of each month, Bioventus shall provide a forecast of its and the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders for the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast (unless this is the initial Forecast).