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 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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”).

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 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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”).

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 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTspecified in a subsequent Rolling Forecast. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Product samples), subject to adjustments for increased quantities within the limits 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 to order information 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”)planning purposes only.

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 At least 6 months prior to the Effective Anticipated Launch Date of a written Product, Alpharma or its Affiliates shall give to Orchid a forecast of Alpharma's estimated requirements for twelve (12) months of the quantity of each Product including package configuration, including for 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 period on a country-by-country basis which shall be updated on a calendar quarterly basis thereafter. The twelve (12) consecutive calendar month period beginning on forecasts delivered to Orchid pursuant to the first day preceding sentence shall represent Alpharma's or its Affiliates' reasonable estimates of the following calendar month quantity of each Product that Alpharma and (ii) a statement of amount of inventory of its Affiliates shall require during 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) month period to which such forecast applies but shall not be binding on Alpharma or its Affiliates. Alpharma or its Affiliates shall issue one or more firm order for each Product in each Individual Territory at least sixty (60) days prior to the Anticipated Launch Date (the "Initial Firm Order") and ten (10) business days prior to each calendar month Forecast so providedquarter thereafter for delivery in the next calendar quarter; which, without Orchid's consent, shall represent a binding commitment of Distributor to require such forecasted quantity of Product not be more than one hundred twenty-five per cent (including THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Product samples), subject to adjustments for increased quantities within the limits set forth in Section 6.2(b125%). The portion Alpharma shall use reasonable commercial effort to cause firm orders to equal at least seventy five percent (75%) of the Forecast commencing latest forecasted amounts computed on a Product-by-Product basis for the first day calendar quarter in question. In addition such firm orders shall be made only in fixed multiple batch sizes to be mutually agreed upon by the parties. Orchid shall be bound by such a compliant quarterly order so long as Alpharma is current with respect to all payments not in dispute due to Orchid hereunder. Each firm order shall include delivery dates which shall in no event be less than forty-five (45) days after the date Orchid receives the firm order and delivery instructions at Orchid's Facility, provided however, the Initial Firm Order and any firm order in excess of the Forecast period and ending on the last forecasted amount shall include a delivery day of the [***] full calendar month which shall in no event be less than sixty (60) days after the first day of date Orchid receives the Forecast period shall be deemed firm order and delivery instructions at Orchid's Facility; and provided further, in the event a firm order period for which Distributor is obligated to order and take ownership in excess of 125% of the forecasted Product requirements (each a “Firm Order”) amounts so forecast, Orchid and (B) Alpharma shall discuss and agree on the first [***] months appropriate delivery date. Orchid shall acknowledge receipt of each Forecast will repeat the balance forecast within fifteen (15) business days and firm order within five (5) business days 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”)receipt thereof.

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 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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”).

Forecasts; Firm Orders. (ia) The Parties agree to work together to establish mechanisms to ensure timelyOn the Effective Date, efficient, fair, equitable and cost effective supply logistics and materials management. The intent of both Parties is to have finished Product supplied to Distributor GALEN will provide LEO with a firx xxxer for launch purposes as promptly as possible. Distributor shall submit to Cipher prior to xhe period from 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 up 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 and 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 monthfourth full month following the Effective Date. Such Forecasts shall be LEO will supply the quanxxxies set forth in multiples of such firm order in accordance with the individual dosage strength batch sizes delivery schedule set out in Schedule B (it being understood Distributor may omit forth therein, and to the 150 mg dosage strength from any or all Forecasts) Each extent 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 firm order is not sufficient to meet GALEN's actual requirements of the Product for such period, LEO will use commercially reasonaxxx efforts to supply GALEN with its requiremexxx xeyond the amounts specified in such firm order. It is understood that quantities supplied by LEO pursuant to the firm xxder delivered on the Effective Date will bear the trademarks and trade dress of the Product as marketed by BMS. Galen represents and warxxxxx to LEO that it has a limited license xxom BMS pursuant to the terms of that certain Asset Purchase Agreement between Galen and BMS, pursuant xx xxich Galen acquired rights to the Prodxxx, to sell Product bearing the trademarks and trade dress of the Product as marketed by BMS for up to six months. GALEN understands and acknowledgex xxxt the lead time for shipment of Products following the receipt of such firm orders will be three (and 3) months. Notwithstanding the foregoing, LEO agrees that to the exxxnt that BMS has placed firm orders for 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 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Product samples), subject to adjustments for increased quantities with LEO within the limits set forth in Section 6.2(b). The portion four months prior xx the Effective Date, delivery of the Forecast commencing on the first day of the Forecast period and ending on the last day of the [***] full calendar month those orders scheduled for after the first day of Effective Date will be based upon 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, lead times 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 dates set forth in the [***] month forecasts delivered by BMS pursuant to the BMS Agreements. On the Effective Date, GALEN shall provide to LEO final xxxxxfications xxr the revised labeling and packaging of each presentation of the prior Forecast Product identifying LEO as the manufacturer of the Prxxxct and GALEN (or its subsidiary, Xxxner Chilcott, Inc.) as the “Prior Forecast”disxxxxxxxx xxxxxxf, including all necessary photo-ready art (or its substantial equivalent) reflecting such modification. GALEN understands and acknowledgex xxxt the lead time for the first shipment of Product following the receipt of such final specifications shall be four (4) months. For periods thereafter, firm orders shall be filled by LEO in accordance with txx firm orders placed by GALEN pursuant to Article 0.0. (b).

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 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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”).