Common use of Forecasts and Orders Clause in Contracts

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).

Forecasts and Orders. Commencing (a) On or prior toto the Effective Date, but 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 later 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 [***] months before, Market Launch, and thereafter on or before until fixed by the last Business Day of each month, Bioventus shall provide a forecast of its and subsequent forecast; provided that 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 aggregate adjustment from 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 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 [**]. (unless 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 is subsection (ii) shall be provided monthly, no less than 20 days prior to the initial Forecast)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. Commencing prior to, but no later than [***] months before, Market Launch, and thereafter on On or before the last Business Day of each month, Bioventus Ireland shall provide a forecast of its and the Ireland Purchasers’ estimated monthly requirements of each commercially available Licensed Product for the [***] month ]-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 Each Forecast shall be accompanied by include Firm Orders for the quantity of each 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 Such Firm Order for Month [*] shall be for a quantity of each article number of each Licensed Product (i.e., separate quantities for each label and each Unit) that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the such quantities of such Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecastmost recent Forecast for such month. The Forecast will also include the quantities of each label and Unit for each Licensed Product forecasted set forth in Months [*] of each Forecast shall be at least [*], but not more than [*], of such quantities of such Licensed Product in the most recent Forecast for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimatessuch months. 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 for each label and each Unit of each Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 [*] through [*] shall be constitute Firm Orders, and (iii) the such quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 [*] shall be at least [***] percent ([***]%), and but not more than [***] percent ([***]%), of such quantities for such month that were set forth in the previous Forecast submitted on or before [*], and (unless iv) such quantities set forth for [*] through [*] shall be at least [*], but not more than [*], of such quantities for such months that were set forth in the Forecast submitted on or before [*]. The quantities of Licensed Product stated in Firm Orders and conforming to the forecast requirements of this is Section 2.2(a) shall be provided by Q-Med in accordance with the initial Forecast)terms of this Agreement. * Confidential treatment requested; certain information filed separately with the SEC.

Forecasts and Orders. Commencing prior to, but no later than [***] months before, Market Launch, and thereafter on On or before the last Business Day of each month, Bioventus QMS shall provide a forecast of its and the QMS 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. The initial Each Forecast shall be accompanied by include Firm Orders for the quantity of each 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 Such Firm Order for Month [*] shall be for a quantity of each article number of each Licensed Product (i.e., separate quantities for each label and each Unit) that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the such quantities of such Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecastmost recent Forecast for such month. The Forecast will also include the quantities of each label and Unit for each Licensed Product forecasted set forth in Months [*] of each Forecast shall be at least [*], but not more than [*], of such quantities of such Licensed Product in the most recent Forecast for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimatessuch months. 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 for each label and each Unit of each Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 [*] through [*] shall be constitute Firm Orders, and (iii) the such quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 [*] shall be at least [***] percent ([***]%), and but not more than [***] percent ([***]%), of such quantities for such month that were set forth in the previous Forecast submitted on or before [*], and (unless iv) such quantities set forth for [*] through [*] shall be at least [*], but not more than [*], of such quantities for such months that were set forth in the Forecast submitted on or before [*]. The quantities of Licensed Product stated in Firm Orders and conforming to the forecast requirements of this is Section 2.2(a) shall be provided by Q-Med in accordance with the initial Forecast)terms of this Agreement. * Confidential treatment requested; certain information omitted and filed separately with the SEC.