Forecasts; Changes to Forecasts; Firm Orders Sample Clauses

Forecasts; Changes to Forecasts; Firm Orders. 2.5.1 Axcan Pharma shall provide Paddock with its first twelve (12) month forecast of its anticipated requirement for Product as soon as reasonably practicable after the date of this Agreement. Thereafter, by the twenty-fifth (25th) calendar day of each calendar month during the Term of this Agreement, Axcan Pharma shall provide Paddock with Axcan Pharma’s twelve (12) month written delivery forecast for its projected purchases of the Products per month for such twelve (12) month period commencing with the second calendar month following the month in which such forecast is delivered to Paddock. Such forecasts shall represent Axcan Pharma’s best estimate at the time of its projected purchases of Products from Paddock for such twelve (12) month period. Except as provided in sub-paragraph 2.5.2, such forecasts are for the convenience of Paddock only, shall not constitute firm purchase or shipping orders and shall not be binding upon, or create any obligation or liability on the part of Axcan Pharma. 2.5.2 At the time each Product forecast is delivered by Axcan Pharma to Paddock pursuant to sub-paragraph 2.5.1 above, the first three (3) months of such forecast (the “Firm Order Period”) shall be deemed a firm order for the Products (the “Firm Order”) and Axcan Pharma shall specify the quantities and delivery dates for the Products for the Firm Order Period. Paddock shall be obligated to supply Axcan Pharma with, and Axcan Pharma shall be obligated to purchase from Paddock, the Products set forth in Axcan Pharma’s Firm Orders, in accordance with the terms and conditions of this Agreement. 2.5.3 Once a Firm Order is submitted to Paddock with respect to any given Firm Order Period, Axcan Pharma may increase that Firm Order by providing written notice to Paddock at any time up to and including fifteen (15) business days prior to the beginning of any month during such Firm Order Period; provided, however, that if Axcan Pharma wishes to increase a Firm Order by greater than twenty-five percent (25%), Paddock shall only be required to make Reasonable Commercial Efforts to supply any volume of Products in excess of such twenty-five percent (25%). 2.5.4 In the event that Axcan Pharma requires a decrease in any of the production volumes set forth in Axcan Pharma’s Firm Orders, Axcan Pharma shall be responsible for the cost of Materials purchased by Paddock in accordance with Axcan Pharma’s Firm Orders that become obsolete as a result of such decreased Firm Order; provided...