Common use of Forecasts; Firm Orders Clause in Contracts

Forecasts; Firm Orders. (i) The Parties agree to work together to establish mechanisms to ensure timely, efficient, fair, equitable and cost effective supply logistics and materials management. The intent of both Parties is to have finished Product supplied to Distributor for launch purposes as promptly as possible. Distributor shall submit to Cipher prior to the Effective Date a written forecast for twelve (12) months of the quantity of Product including package configuration, including a breakdown by SKU (a “Forecast”). The Forecast shall include the initial Firm Order, which for purposes of determining the Commercialization Milestone shall be deemed to represent Distributor’s launch quantities of the Product. Thereafter, on or before the tenth (10) calendar day of each month during the Term, Distributor shall provide (i) a written, updated twelve (12) month Forecast per packaged dosage strength of the Product including the expected shipping dates for each order during the following twelve (12) consecutive calendar month period beginning on the first day of the following calendar month and (ii) a statement of amount of inventory of the Product held by Distributor and a statement of inventory of the Product held by any Wholesaler as of the approximate end of the previous month. Such Forecasts shall be in multiples of the individual dosage strength batch sizes set out in Schedule B (it being understood Distributor may omit the 150 mg dosage strength from any or all Forecasts) Each such Forecast provided by Distributor shall designate the portion of such Forecast that constitutes Product samples, Each successive Forecast shall update the Forecast previously given. Cipher acknowledges that such Forecasts are only estimates of Distributor’s delivery requirements of the Product (and Product samples) and that Distributor shall not be bound by any such estimate, except that (A) the first [***] within each twelve (12) calendar month Forecast so provided, shall represent a binding commitment of Distributor to require such forecasted quantity of Product (including Product samples), subject to adjustments for increased quantities within the limits set forth in Section 6.2(b). The portion of the Forecast commencing on the first day of the Forecast period and ending on the last day of the [***] full calendar month after the first day of the Forecast period shall be deemed a firm order period for which Distributor is obligated to order and take ownership of the forecasted Product requirements (each a “Firm Order”) and (B) the first [***] months of each Forecast will repeat the balance of the Firm Order period of the prior Forecast, and the first [***] months of the Forecast shall constitute the new Firm Order period for which Distributor is obligated to purchase and take delivery of the forecasted Product and (C) the [***] month of the Firm Order period may vary one (1) total batch from that set forth in the [***] month of the prior Forecast (the “Prior Forecast”). (ii) Cipher shall have no liability to Distributor for any failure or inability to supply Distributor with quantities of Product in excess of amounts permitted to he included in Firm Orders as set forth in Section 6.2(a)(i)(C). (iii) Cipher shall notify Distributor if Cipher determines that it will be unable to meet the quantities of Product in excess of Cipher’s obligations as contemplated in Section 6.2 a ii as soon as practicable but in any event within ten (10) days after receiving the applicable Forecast from Distributor. (iv) Distributor shall use Commercially Reasonable Efforts to ensure that the Forecasts constitute reasonably accurate predictions (tied to its sales budgets) of the amounts of Product, by Units of’ dosage strength, that Distributor will actually order for the period to which the Forecast relates.

Forecasts; Firm Orders. (i) The Parties agree to work together to establish mechanisms to ensure timely, efficient, fair, equitable and cost effective supply logistics and materials management. The intent of both Parties is to have finished Product supplied to Sub-Distributor for launch purposes as promptly as possible. Sub-Distributor shall submit to Cipher Vertical prior to the Effective Date a written forecast for twelve (12) months of the quantity of Product including package configuration, including a breakdown by SKU (a “Forecast”). The Forecast shall include the initial Firm Order, which for purposes of determining the Commercialization Milestone shall be deemed to represent Sub-Distributor’s launch quantities of the Product. Thereafter, on or before the tenth fifth (105th) calendar day of each month during the Term, Sub-Distributor shall provide (i) a written, updated twelve (12) month 12)-month Forecast per packaged dosage strength of the its requirements for Product including the expected shipping delivery dates for each order during the following twelve (12) consecutive calendar month period beginning on the first day of the following calendar month and (ii) a statement of amount of inventory of the Product held by Sub-Distributor and a statement of inventory of the Product held by any Wholesaler as of the approximate end of the previous month. Such Forecasts shall be in multiples of the individual dosage strength full batch sizes set out in Schedule B (it being understood Distributor may omit the 150 mg dosage strength from any or all Forecasts) Each such Forecast provided by Distributor shall designate the portion of such Forecast that constitutes Product samples, A. Each successive Forecast shall update the Forecast previously given. Cipher Vertical acknowledges that that, notwithstanding anything herein to the contrary, such Forecasts are only estimates of Sub-Distributor’s delivery requirements of the Product (and Product samples) in the Market and that Sub-Distributor shall not be bound by any such estimate, except that (A) the first [***] within each twelve (12) calendar month Forecast so provided, shall represent a binding commitment of Distributor to require such forecasted quantity of Product (including Product samples), subject to adjustments for increased quantities within the limits set forth in Section 6.2(b). The portion of the Forecast commencing on the first day of the Forecast period and ending on the last day of the [***] full calendar month after the first day of the Forecast period shall be deemed a firm order period for which Sub-Distributor is obligated to order and take ownership of of, and Vertical is obligated to have Manufactured, Tested, Packaged and supplied hereunder to Sub-Distributor, the forecasted Product requirements for such [***] month period (each a “Firm Order”) and (B) the first [***] months of each Forecast will repeat the balance of the Firm Order period of the prior Forecast, and the first [***] months of the Forecast shall constitute the new Firm Order period for which Distributor is obligated to purchase and take delivery of the forecasted Product and (C) the [***] month of the Firm Order period may vary one (1) total batch from that set forth in the [***] month of the prior Forecast (the “Prior Forecast”). (ii) Cipher Vertical shall have no liability to Sub-Distributor for any failure or inability to supply Sub-Distributor with quantities of Product in excess of amounts permitted to he be included in Firm Orders as set forth in Section 6.2(a)(i)(C4.2(a)(i); provided that Vertical shall use Commercially Reasonable Efforts to supply Sub-Distributor with quantities of Product consistent with the current Forecast and any additional quantities of Product ordered by Sub-Distributor. (iii) Cipher Vertical shall notify Sub-Distributor if Cipher Vertical determines that it will be unable to meet the quantities of Product and delivery dates in excess of CipherVertical’s obligations as contemplated in Section 6.2 a ii 4.2(a)(ii) as soon as practicable but in any event within ten (10) days after receiving the applicable Forecast from Sub-Distributor. (iv) Sub-Distributor shall use Commercially Reasonable Efforts to ensure that the Forecasts constitute reasonably accurate predictions (tied to its sales budgets) of the amounts of Product, by Units of’ dosage strength, Product that Sub-Distributor will actually order for the period to which the Forecast relates.

Forecasts; Firm Orders. (i) The Parties agree to work together to establish mechanisms to ensure timely, efficient, fair, equitable and cost effective supply logistics and materials management. The intent of both Parties is to have finished Product supplied to Distributor for launch purposes as promptly as possible. Distributor shall submit to Cipher Can-Xxxx, at least four (4) months prior to the Effective Date estimated First Commercial Sale, a written forecast for the first twelve (12) months month period of the quantity of Supplied Product including package configuration, including a breakdown by SKU (a “Forecast”)) that Distributor desires to have delivered to it for Product launch purposes. The Forecast shall include Parties agree that the Supplied Product quantities specified in Distributor’s initial Firm Order, which for purposes of determining the Commercialization Milestone shall be deemed to represent Distributor’s launch quantities of the Supplied Product. Thereafter, on or before the tenth (10) calendar day of each month during the Term, Distributor shall provide (i) a written, updated consecutive twelve (12) month Forecast per packaged dosage strength (on 10th of January, the Forecast will be until the 10th of January of the Product next year, on 10 of February, the Forecast will be until the 10 of February of the next year, etc) of the Supplied Product, including the expected purchase order dates and shipping dates for each order during the following twelve (12) consecutive calendar month period beginning on the first day of the following calendar month and (ii) a statement of amount of inventory of the Product held by Distributor and a statement of inventory of the Product held by any Wholesaler as of the approximate end of the previous month. Such Forecasts shall be in multiples of the individual dosage strength batch sizes set out in Schedule B (it being understood Distributor may omit the 150 mg dosage strength from any or all Forecasts) Each such Forecast provided by Distributor shall designate the portion of such Forecast that constitutes Product samples, Each successive Forecast shall update the Forecast previously given. Cipher Can-Xxxx acknowledges that such Forecasts are only estimates of Distributor’s delivery purchase order requirements of the Supplied Product (and Product samples) and that Distributor shall not be bound by any such estimate, except that beginning after the First Commercial Sale (A) the first [***] within each twelve (12) calendar month Forecast so provided, shall represent a binding commitment of Distributor to require such forecasted quantity of Product (including Product samples), subject to adjustments for increased quantities within the limits set forth in Section 6.2(b). The portion of the Forecast commencing on the first day of the Forecast period and ending on the last day of the [***] third full calendar month after the first day of the Forecast period shall be deemed a firm order period for which Distributor is obligated to order issue purchase orders and take ownership of the forecasted Supplied Product requirements (each each, a “Firm Order”) and (B) the first [***] two months of each Forecast will repeat the balance of the Firm Order period of the prior Forecast, and the first [***] three months of the Forecast shall constitute the new Firm Order period for which Distributor is obligated to purchase and take delivery of the forecasted Product Supplied Product, and (C) the [***] third month of the Firm Order period may vary one by up to twenty percent (120%) total batch from that set forth in on the [***] fourth month of the prior Forecast (the “Prior Forecast”). (ii) Cipher Can-Xxxx shall have no liability to Distributor for any failure or inability to supply Distributor in the third month of the Firm Order, with quantities of Product in excess of amounts permitted to he included in Firm Orders as set forth described in Section 6.2(a)(i)(C). (iii) Cipher Can-Xxxx shall notify Distributor if Cipher Can-Xxxx determines that it will be unable to meet the quantities of Supplied Product in excess of Cipher’s Can-Xxxx’x obligations as contemplated in Section 6.2 a ii 6.2(a)(ii), as soon as practicable but in any event within ten (10) days after receiving the applicable Forecast purchase orders from Distributor. (iv) Distributor shall use Commercially Reasonable Efforts to ensure that the Forecasts constitute reasonably accurate predictions (tied to its sales budgets) of the amounts of Product, by Units of’ dosage strength, that Distributor will actually order for the period to which the Forecast relates.

Forecasts; Firm Orders. (a) Grifols shall submit to Aradigm within one hundred eighty (180) days following execution of this Agreement, and in any event not later than nine (9) months prior to the anticipated First Commercial Sale, and thereafter no later than the fifth (5th) Business Day of every month during the Term, (i) The Parties agree an eighteen (18) month rolling forecast (“Rolling Forecast”) organized by months and Supplied Product stock keeping units setting forth the quantities of each Supplied Product in whole Batches that Grifols expects to work together to establish mechanisms to ensure timely, efficient, fair, equitable purchase from Aradigm during the eighteen (18)-month period commencing with the beginning of said month and cost effective supply logistics and materials management. The intent of both Parties is to have finished Product supplied to Distributor (ii) a thirty- six (36) month rolling forecast (“Long Range Forecast”) organized by months (except for launch purposes as promptly as possible. Distributor shall submit to Cipher prior to the Effective Date a written forecast for last twelve (12) months of each Long Range Forecast, which shall be organized as one twelve (12)- month period) and Supplied Product stock keeping units setting forth the quantity quantities of each Supplied Product including package configuration, including a breakdown by SKU that Grifols expects to purchase from Aradigm in whole Batches during the thirty six (a “Forecast”)36)-month period commencing with the beginning of said month. The Grifols shall make all Rolling Forecasts and Long Range Forecasts in good faith given market and other information available to Grifols. Each Rolling Forecast shall include the initial Firm Order, which for purposes of determining the Commercialization Milestone shall be deemed to represent Distributor’s launch quantities of the Product. Thereafter, on or before the tenth (10) calendar day of each month during the Term, Distributor shall provide (i) a written, updated twelve (12) month Forecast per packaged dosage strength of the Product including the expected shipping dates for each order during the following twelve (12) consecutive calendar month period beginning on the first day of the following calendar month and (ii) a statement of amount of inventory of the Product held by Distributor and a statement of inventory of the Product held by any Wholesaler as of the approximate end of the previous month. Such Forecasts shall be in multiples of the individual dosage strength batch sizes set out in Schedule B (it being understood Distributor may omit the 150 mg dosage strength from any or all Forecasts) Each such Forecast provided by Distributor shall designate the portion of such Forecast that constitutes Product samples, Each successive Forecast shall update the Forecast previously given. Cipher acknowledges that such Forecasts are only estimates of Distributor’s delivery requirements of the Product (and Product samples) and that Distributor shall not be bound by any such estimate, except that (A) the first [***] within each twelve (12) calendar month Forecast so provided, shall represent constitute a binding commitment of Distributor Grifols to require such forecasted purchase the percentages of Supplied Products set forth below pursuant to Firm Orders issued in accordance with Section 2.2(b), notwithstanding any change in the quantity of a Supplied Product (including Product samples), subject to adjustments for increased quantities within the limits specified in a subsequent Rolling Forecast. Except as set forth in Section 6.2(b)below, each Long Range Forecast shall be non-binding on Grifols. The portion Grifols shall be required to purchase at least that percentage of the Forecast commencing on the first day quantity of each of the Supplied Products specified in the Forecast period and ending on the last day as follows: Period of the [***] full calendar month after the first day Rolling Forecast Percentage of the aggregate amount of Supplied Product that Grifols is required to purchase for such period First Three Months At least 100% Fourth Month At least 75% For clarity, months five (5) through eighteen (18) of each Rolling Forecast period and months five (5) through thirty-six (36) of each Long Range Forecast shall be deemed a firm order period made in good faith given market and other information available to Grifols for which Distributor is obligated information and planning purposes only. (b) Grifols shall purchase Supplied Product solely by Firm Orders for such Supplied Product. Grifols may submit Firm Orders for quantities of Supplied Product up to order and take ownership one hundred twenty-five percent (125%) in excess of the forecasted Product requirements (each a “Firm Order”) and (B) the first [***] months of each Forecast will repeat the balance of the Firm Order period of the prior Forecast, and the first [***] months of the Forecast shall constitute the new Firm Order period for which Distributor is obligated to purchase and take delivery of the forecasted Product and (C) the [***] month of the Firm Order period may vary one (1) total batch from that quantity set forth in the [***] month binding portion of the prior Rolling Forecast (the “Prior Forecast”). (ii) Cipher shall have no liability most recently submitted for such month; provided, however, that if, with respect to Distributor for any failure or inability to supply Distributor with quantities of month, Grifols orders any Supplied Product in excess of amounts permitted to he included in Firm Orders as one hundred twenty-five percent (125%) of the quantity set forth in Section 6.2(a)(i)(C). (iii) Cipher shall notify Distributor if Cipher determines that it will be unable to meet the quantities binding portion of Product in excess of Cipher’s obligations as contemplated in Section 6.2 a ii as soon as practicable but in any event within ten (10) days after receiving the applicable Rolling Forecast from Distributor. (iv) Distributor most recently submitted for such month, Aradigm shall use Commercially Reasonable Efforts to supply such excess but shall not be liable for its inability to do so. (c) No terms and conditions contained in any Firm Order, acknowledgment, invoice, xxxx of lading, acceptance or other preprinted form issued by either Party shall be effective to the extent they are inconsistent with or modify the terms and conditions contained herein. Grifols shall submit each such Firm Order to Aradigm in connection with its submission of the Rolling Forecast for which the month in which Grifols desires delivery of the Supplied Product is the third month of such Rolling Forecast including the destination for delivery of such Supplied Product. Aradigm shall, within ten (10) Business Days after Aradigm receives each Firm Order submitted in accordance with the foregoing sentence, accept in writing such Firm Order or reject it to the extent it does not comply with any of the terms or conditions of this Agreement. Subject to any other term or condition of this Agreement, Grifols shall be obligated to purchase, and Aradigm shall be obligated to deliver by the required delivery date set forth therein, such quantities of each Supplied Product as are set forth in each Firm Order. If Grifols requests changes to any Firm Order previously submitted by Grifols, including any increases or decreases in quantity of Supplied Product, required delivery date or form of Supplied Product, Aradigm shall use Commercially Reasonable Efforts to comply with such changes but shall not be liable for its inability to do so or any costs associated with such change, and Grifols shall be responsible for all costs associated with such change. (d) Aradigm shall promptly notify Grifols in writing if at any time Aradigm has reason to believe that Aradigm will not be able to (i) fill a Firm Order for any Supplied Product in accordance with the delivery schedule specified therein by Grifols and pursuant to the terms and conditions of this Agreement and the Quality Agreement, or (ii) supply Supplied Product to Grifols in satisfaction of the most recent Rolling Forecast, which notice in either case shall provide Grifols with information on the extent of the expected shortfall of supply. Upon such notice of a supply problem, or in any event upon Aradigm’s failure to satisfy, within the delivery time frame specified by Grifols, a portion of the Supplied Product ordered by Grifols in compliance with this Agreement and the Quality Agreement, Grifols and Aradigm will immediately meet and work together, in good faith, to identify an appropriate resolution to the supply problem. Any agreed resolution to the supply problem will be set forth in writing and the Parties will use Commercially Reasonable Efforts to execute it. Compliance by Aradigm with this Section 2.2(c) shall not relieve Aradigm of any other obligation or liability under this Agreement, including any obligation or liability under clause (e), (f) and (g) below. (e) If Aradigm fails to deliver the full quantity of any Supplied Product specified in a Firm Order by the required delivery date specified therein and in conformity with the applicable Specifications, the Parties will follow the actions and remedies that are outlined in the Permitted Subcontractor Agreement between Aradigm and the Permitted Subcontractor, to ensure continuity of supply, then Grifols may, at its option: (i) cancel all or any portion of such Firm Order with respect to such Supplied Product, in which event Grifols shall have no liability with respect to the portion of such Firm Order so; and/or as appropriate. (ii) accept late delivery of any non-cancelled portion of such Firm Order with respect to such Supplied Product, in which event the Purchase Price otherwise payable by Grifols with respect to all Supplied Product accepted by Grifols under such Firm Order that the Forecasts constitute reasonably accurate predictions is Late Delivered shall be reduced by one percent (tied to its sales budgets1.0%) of the amounts original Purchase Price per day for each day after a term of five (5) Business Days from the delive1y date specified in an accepted Firm Order has elapsed and until, but not including, the date on which Aradigm has delivered one hundred percent (100%) of the quantity of Supplied Product under such Firm Order; provided that in no event will the Purchase Price be reduced to less than eighty percent (80%) of the original Purchase Price. (f) If Aradigm fails to deliver Supplied Product, and such failure is due to the failure of the Permitted Subcontractor to deliver Supplied Product to Aradigm in accordance with Firm Order, Aradigm shall procure Supplied Product from the Second Source, if available at such time, in order to fill Grifols’ Firm Order; provided that in the event there has been a Supply Failure or Grifols reasonably believes following previous failures to meet Firm Orders or quality-related concerns there is likely to be a Supply Failure, Grifols may, without waiving any other rights Grifols may have at law or in equity, manufacture Manufactured Product itself or through a third party manufacturer as provided in Section 2.5. (g) In no event will Section 2.2(e) apply in the case of any failure of Aradigm to deliver Supplied Product if such failure is due to actions taken by Units of’ dosage strengthAradigm in accordance with prior written instructions provided by Grifols or failure of Grifols to provide instructions, that Distributor will actually order for the period to which the Forecast relatesincluding, without limitation, packaging changes requested by Grifols as described in Section 2.3(a) or 2.l(c).

Forecasts; Firm Orders. (i) The Parties agree to work together to establish mechanisms to ensure timely, efficient, fair, equitable and cost effective supply logistics and materials management. The intent of both Parties is to have finished Product supplied to Distributor for launch purposes as promptly as possible. Distributor CKD shall submit to Cipher Can-Xxxx, at least six (6) months prior to the Effective Date estimated Commercial Launch, a written forecast for the first twelve (12) months month period of the quantity of Product including package configuration, including a breakdown by SKU (a “Forecast”)) that CKD desires to have delivered to it for Commercial Launch purposes. The Forecast shall include Parties agree that the Product quantities specified in CKD’s initial Firm OrderForecast, which for purposes of determining the Commercialization Milestone shall be deemed to represent DistributorCKD’s launch quantities of the Product. Thereafter, on or before the tenth (10) calendar day of each month during the Term, Distributor CKD shall provide (i) a written, updated consecutive twelve (12) month Forecast per packaged dosage strength (on 10th of January, the Forecast will be until the 10th of January of the Product next year, on 10th of February, the Forecast will be until the 10th of February of the next year, etc) of the Product, including the expected purchase order dates and shipping dates for each order during the following twelve (12) consecutive calendar month period beginning on the first day of the following calendar month and (ii) a statement of amount of inventory of the Product held by Distributor and a statement of inventory of the Product held by any Wholesaler as of the approximate end of the previous month. Such Forecasts shall be in multiples of the individual dosage strength batch sizes set out in Schedule B (it being understood Distributor may omit the 150 mg dosage strength from any or all Forecasts) Each such Forecast provided by Distributor shall designate the portion of such Forecast that constitutes Product samples, Each successive Forecast shall update the Forecast previously given. Cipher Can-Xxxx acknowledges that such Forecasts are only estimates of DistributorCKD’s delivery purchase order requirements of the Product (and Product samples) and that Distributor CKD shall not be bound by any such estimate, except that beginning after the Commercial Launch (A) the first [***] within each twelve (12) calendar month Forecast so provided, shall represent a binding commitment of Distributor to require such forecasted quantity of Product (including Product samples), subject to adjustments for increased quantities within the limits set forth in Section 6.2(b). The portion of the Forecast commencing on the first day of the Forecast period and ending on the last day of the [***] third full calendar month after the first day of the Forecast period shall be deemed a firm order period for which Distributor CKD is obligated to order issue purchase orders and take ownership of the forecasted Product requirements (each each, a “Firm Order”) and (B) the first [***] two months of each Forecast will repeat the balance of the Firm Order period of the prior Forecast, and the first [***] three months of the Forecast shall constitute the new Firm Order period for which Distributor CKD is obligated to purchase and take delivery of the forecasted Product Product, and (C) the [***] third month of the Firm Order period may vary one by up to twenty percent (120%) total batch from that set forth in on the [***] fourth month of the prior Forecast (the “Prior Forecast”). (ii) Cipher Can-Xxxx shall have no liability to Distributor CKD for any failure or inability to supply Distributor CKD in the third month of the Firm Order, with quantities of Product in excess of amounts permitted to he included in Firm Orders as set forth described in Section 6.2(a)(i)(C‎1.1(a)(i)(C). (iii) Cipher Can-Xxxx shall notify Distributor CKD if Cipher Can-Xxxx determines that it will be unable to meet the quantities of Product in excess of Cipher’s Can-Xxxx’x obligations as contemplated in Section 6.2 a ii ‎1.1(a)(ii), as soon as practicable but in any event within ten (10) days after receiving the applicable Forecast purchase orders from DistributorCKD. (iv) Distributor shall use Commercially Reasonable Efforts to ensure that the Forecasts constitute reasonably accurate predictions (tied to its sales budgets) of the amounts of Product, by Units of’ dosage strength, that Distributor will actually order for the period to which the Forecast relates.