Common use of Forecasts and Orders Clause in Contracts

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 revise such schedule.

Forecasts and Orders. (a) On Commencing prior to, but no later than [***] months before, Market Launch, and thereafter on or prior to before the Effective Datelast Business Day of each month, CollaGenex will Bioventus shall provide Atrix with a 12 month forecast of CollaGenex's 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 Productmonth after Month 6 up to and including Month 24 of the Forecast, on a Productwhich shall all constitute good faith non-by-Product basisbinding guidance estimates. For example, including Professional Samples, as follows: (i) During the first four calendar quarters following Forecast submitted on or before 31 December 2018 shall cover the First Commercial Sale period from 1 January 2019 through 31 December 2020, (ii) the quantities of each ProductLicensed Product set forth in such Forecast for January 2019, the forecasts February 2019 and March 2019 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 requirementsFirm Orders, and (iii) the like. The first two quarters quantities of the 12 month forecast will Licensed Product set forth for April 2019, May 2019 and June 2019 shall 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 at least [***] until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month 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 [**] Forecast (unless this is the maximum number of Units CollaGenex could order at the time [**] becomes fixed would be [**]. The [**] of any [**] will be [**]initial Forecast). (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 revise such schedule.

Forecasts and Orders. 4.1 Forecast. Commencing [*****] prior to the anticipated date of first Regulatory Approval in any Major Market Country, Licensee shall submit to Acorda on or before the first Business Day of each month a [*****] rolling forecast that sets forth the total quantity of Product for supply that Licensee either has ordered, desires to order, or expects to order from Acorda within the next [*****] period (the “Forecast”). In the Forecast, Licensee shall include a breakdown of the total quantity of Product forecast on a month-by-month and country-by-country basis. (a) On Firm Period and Semi-Firm Period. Once Regulatory Approval for the Product has been received in a Major Market Country 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 ProductUnited States, 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 monthly breakdown 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 the Forecast shall include a firm, irrevocable order for the first [*****] will of the Forecast (“Firm Period”), which shall be the subject of a binding Purchase Order delivered in accordance with Section 4.5. For purposes of clarity, in the event that a Forecast delivered to Acorda in accordance with the terms of this Agreement lists a total quantity of Product for supply for each of the first [**]. ***] of such Forecast as zero (ii) After 0), the first four calendar quarters following the First Commercial Sale Firm Order for such [*****] period shall be for a quantity of a Product, CollaGenex will provide to Atrix a rolling 12 month forecast for each Product with the first 3 months zero (0). The next [*****] of the rolling 12 month forecast a firm order to purchase. Each forecast under this subsection (ii) Forecast period shall be provided monthlya semi-firm period that is non-binding (“Semi-Firm Period”); provided, no less that, subject to Section 4.3(c), if Licensee requests more than 20 days prior a [*****] increase in the ordered quantities of Product for such Semi-Firm Period, Acorda shall have the right to change 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 andthe Product if such a change is commercially reasonable given the increase in ordered Product quantity. The remainder of the Forecast is non-binding. 4.2 Long-Term Forecast. Not later than July 1st in each Calendar Year, if appropriateLicensee shall provide Acorda a [*****] forecast of its estimated requirements of the Product, negotiate broken down on an annual basis. For the avoidance of doubt, except with respect to any Firm Period included in good faith such [*****] forecast and subject to revise such scheduleSection 4.3(c), any long-term forecast provided by Licensee under this Section 4.2 shall be non-binding.

Forecasts and Orders. (a) On or prior to before the Effective Datelast Business Day of each month, CollaGenex will QMS shall provide Atrix with a 12 month forecast of CollaGenex's the QMS Purchasers’ estimated monthly requirements of each commercially available Licensed Product for the [*] 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. Each Forecast shall include Firm Orders for the quantity of each Licensed Product set forth in Months [*] of such Forecast. Such Firm Order for Month [*] shall be for a quantity of each article number of each Licensed Product (i.e., separate quantities for each Productlabel and each Unit) that is at least [*], on a Product-by-but not more than [*] (“Firm Order Maximum Quantities”), of such quantities of such Licensed Product basisin the most recent Forecast for such month. The quantities of each label and Unit for each Licensed Product set forth in Months [*] of each Forecast shall be at least [*], including Professional Samplesbut not more than [*], as follows: of such quantities of such Licensed Product in the most recent Forecast for such months. For example, (i) During the first four calendar quarters following Forecast submitted on or before [*] shall cover the First Commercial Sale period from [*] through [*], (ii) the quantities for each label and each Unit of each ProductLicensed Product set forth in such Forecast for [*] through [*] shall constitute Firm Orders, the forecasts (iii) such quantities set forth for [*] 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 at least [*], but not more than [*] until fixed by the subsequent forecast; provided ], of such quantities for such month that the aggregate adjustment from the quantity were set forth in the previous forecast for such 3 month period shall not exceed Forecast submitted on or before [**] during that 3 month period. For example], if CollaGenex's forecast and (iv) such quantities set forth for [*] through [*] was for shall be at least [**] and its forecast for ], but not more than [**] was ], of such quantities for such months that were set forth in the Forecast submitted on or before [**] the maximum number of Units CollaGenex could order at the time [**] becomes fixed would be [**]. The [**] quantities of any [**] will be [**]. (ii) After Licensed Product stated in Firm Orders and conforming to the first four calendar quarters following the First Commercial Sale forecast requirements 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 (iiSection 2.2(a) shall be provided monthly, no less than 20 days prior to by Q-Med in accordance with the beginning terms of each monththis Agreement. All orders will be for full batch quantities* Confidential treatment requested; certain information omitted and filed separately with the SEC. (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 revise such schedule.

Forecasts and Orders. (a) On or prior to before the Effective Datelast Business Day of each month, CollaGenex will Ireland shall provide Atrix with a 12 month forecast of CollaGenex's the Ireland Purchasers’ estimated monthly requirements of each commercially available 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. Each Forecast shall include Firm Orders for the quantity of each Licensed Product set forth in Months [*] of such Forecast. Such Firm Order for Month [*] shall be for a quantity of each article number of each Licensed Product (i.e., separate quantities for each Productlabel and each Unit) that is at least [*], on a Product-by-but not more than [*] (“Firm Order Maximum Quantities”), of such quantities of such Licensed Product basisin the most recent Forecast for such month. The quantities of each label and Unit for each Licensed Product set forth in Months [*] of each Forecast shall be at least [*], including Professional Samplesbut not more than [*], as follows: of such quantities of such Licensed Product in the most recent Forecast for such months. For example, (i) During the first four calendar quarters following Forecast submitted on or before [*] shall cover the First Commercial Sale period from [*] through [*], (ii) the quantities for each label and each Unit of each ProductLicensed Product set forth in such Forecast for [*] through [*] shall constitute Firm Orders, the forecasts (iii) such quantities set forth for [*] 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 at least [*], but not more than [*] until fixed by the subsequent forecast; provided ], of such quantities for such month that the aggregate adjustment from the quantity were set forth in the previous forecast for such 3 month period shall not exceed Forecast submitted on or before [**] during that 3 month period. For example], if CollaGenex's forecast and (iv) such quantities set forth for [*] through [*] was for shall be at least [**] and its forecast for ], but not more than [**] was ], of such quantities for such months that were set forth in the Forecast submitted on or before [**] the maximum number of Units CollaGenex could order at the time [**] becomes fixed would be [**]. The [**] quantities of any [**] will be [**]. (ii) After Licensed Product stated in Firm Orders and conforming to the first four calendar quarters following the First Commercial Sale forecast requirements 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 (iiSection 2.2(a) shall be provided monthly, no less than 20 days prior to by Q-Med in accordance with the beginning terms of each monththis Agreement. All orders will be for full batch quantities* Confidential treatment requested; certain information filed separately with the SEC. (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 revise such schedule.

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 [ ]**]. 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 revise such schedule.