FORECASTS, COMMITMENTS AND ORDERS Clause Samples

FORECASTS, COMMITMENTS AND ORDERS. 5.01 Attached hereto as Schedule 4 are aggregate Purchase Commitments by IDEXX and IDEXX BV for VETTEST slides for the VETTEST Analyzer for calendar years 2003 through and including 2010. The Purchase Commitments constitute the aggregate anticipated minimum aggregate purchase quantities by IDEXX and IDEXX BV for single chemistry VETTEST slides and PANELS/PROFILES slides in the indicated calendar years. Existing Special [**] Slides, New Special [**] Slides and New Chemistry Slides shall be excluded from the determination of IDEXX’s and IDEXX BV’s slide purchases for purposes of achieving their aggregate Purchase Commitments under Section 5.01 of this Agreement or the Europe Agreement, as the case may be. Failure by IDEXX and IDEXX BV to purchase, in the aggregate, at least the indicated Purchase Commitment quantities of each type of slides in any year may subject IDEXX to the requirement to make a payment to OCD as set forth in Section 5.02 below, but such failure shall in no event otherwise be deemed to be a breach of this Agreement. 5.02 If IDEXX and IDEXX BV fail to purchase in the aggregate the quantities of slides for the VETTEST Analyzer set forth as Purchase Commitments on Schedule 4 in a particular calendar year, unless there has been a Material Adverse Change (as defined in the following paragraph), IDEXX shall pay, or shall cause IDEXX BV to pay, to OCD within 30 days after the end of such calendar year [**]% of the product of (i) the number of each type of slides (single or PANELS/PROFILES) by which IDEXX and IDEXX BV have in the aggregate fallen short of the Purchase Commitment and (ii) the lowest per-slide price for the applicable type of slides under either of the Agreements.