Common use of Forecasts; Firm Orders Clause in Contracts

Forecasts; Firm Orders. (a) To the extent possible, taking into account the Registration process, as soon as practicable prior to the Effective Date, WCCI will provide XXX with a firm order for the period from the Effective Date up to and including the end of the fourth full month following the Effective Date. XXX will supply the quantities set forth in such firm order in accordance with the delivery schedule set forth therein, and to the extent such firm order is not sufficient to meet WCCI’s actual requirements of the Product for such period, XXX will use commercially reasonable efforts to supply WCCI with its requirements beyond the amounts specified in such firm order. To the extent possible, taking into account the Registration process, as soon as practicable prior to the Effective Date, or if not possible, as soon as practicable after the Effective Date, WCCI shall provide to XXX final specifications for the labelling and packaging of each presentation of the Products identifying XXX as the manufacturer of the Product and WCCI as the distributor thereof, including all necessary photo-ready art (or its substantial equivalent). WCCI understands and acknowledges that the lead time for the first shipment of Product following the receipt of such final specifications shall be four (4) months. For supplies thereafter, firm orders shall be filled by XXX in accordance with the firm orders placed by WCCI pursuant to Article 6.4(b). (b) XXX will within five (5) working days following the end of each calendar month receive from WCCI a rolling forecast covering twenty four (24) months of which the first four (4) months must be covered by firm orders (consisting of the then current month and the following three (3) months). XXX shall, to the best of its ability, supply to WCCI the exact amount of Finished Products that WCCI has ordered. WCCI accepts that a variation in deliveries of +/- ten percent (10%) may occur. If XXX does not deliver Finished Products at the delivery dates stated in the respective firm order for technical reasons, XXX shall immediately inform WCCI. Both Parties will agree to a postponement or cancellation of the firm order affected. In the event of a postponement, XXX shall deliver within four weeks of the original delivery date. If XXX does not deliver Finished Products at the delivery dates stated in the respective firm order (or at a date otherwise agreed upon with WCCI) for any reason other than technical reasons, XXX shall deliver within four weeks of the original delivery date. Subject to timely supply by XXX pursuant to Article 6.4(b), WCCI shall maintain at least two (2) months’ inventory of the Product (two (2) month’s inventory of each stock keeping unit (SKU)). If this Agreement is terminated, and such termination results from the breach of WCCI, then any amounts owed by WCCI to XXX in respect of firm orders as of the date of termination must be paid by WCCI. (c) The batch-size and minimum order quantity per delivery shall be as set forth in Appendix V hereto.

Forecasts; Firm Orders. (a) To the extent possible, taking into account the Registration process, as soon as practicable prior to the Effective Date, WCCI GALEN will provide XXX LEO with a firm order for the period from the Effective Date up to and including the end of the fourth full month following the Effective Date. XXX LEO will supply the quantities set forth in such firm order in accordance with the delivery schedule set forth therein, and to the extent such firm order is not sufficient to meet WCCI’s GALEN's actual requirements of the Product for such period, XXX LEO will use commercially reasonable efforts to supply WCCI GALEN with its requirements beyond the amounts specified in such firm order. To the extent possible, taking into account the Registration process, as soon as practicable prior to the Effective Date, or if not possible, as soon as practicable after the Effective Date, WCCI GALEN shall provide to XXX LEO final specifications for the labelling labeling and packaging of each presentation of the Products Product identifying XXX LEO as the manufacturer of the Product and WCCI GALEN (or its subsidiary, Warner Chilcott, Inc.) as the distributor thereof, including all necessary photo-ready art (or its substantial equivalent). WCCI GALEN understands and acknowledges that the lead time for the first shipment of Product following the receipt of such final specifications shall be four (4) months. For supplies thereafter, firm orders shall be filled by XXX LEO in accordance with the firm orders placed by WCCI GALEN pursuant to Article 6.4(b3.4. (b). (b) XXX LEO will within with five (5) working days following the end of each calendar month receive from WCCI GALEN a rolling forecast covering twenty four (24) months of which the first four (4) months must be covered by firm orders (consisting of the then current month and the following three (3) months). XXX LEO shall, to the best of its ability, supply to WCCI the exact amount of Finished Products that WCCI GALEN has ordered. WCCI GALEN accepts that a variation in deliveries of +/- ten percent (10%) may occur. If XXX does LEO is not in the position to deliver Finished Products at the delivery dates stated in the respective firm order for technical reasons, XXX LEO shall immediately inform WCCIGALEN. Both Parties will agree to a postponement or cancellation of the firm order affected. In the event of a postponement, XXX LEO shall deliver within four weeks of the original delivery date. If XXX does LEO is not in the position to deliver Finished Products at the delivery dates stated in the respective firm order (for any reasons other than technical reasons or at a date otherwise agreed upon with WCCI) for any reason other than technical reasonsGALEN, XXX LEO shall deliver within four weeks of the original delivery date. Subject to timely supply by XXX pursuant to Article 6.4(b), WCCI GALEN shall maintain at least two (2) months’ ' inventory of the Product (two (2) month’s months inventory of each stock keeping unit (SKU)). If this the Agreement is terminated, and such termination results from the breach of WCCIGALEN, then any amounts owed by WCCI GALEN to XXX LEO in respect of firm orders as of the date of termination must be paid by WCCI. GALEN (c) The batch-size and minimum order quantity per delivery shall be as set forth in Appendix V hereto.

Forecasts; Firm Orders. (a) To the extent possible, taking into account the Registration process, as soon as practicable At least 6 months prior to the Effective DateAnticipated Launch Date of a Product, WCCI will provide XXX with Alpharma or its Affiliates shall give to Orchid a forecast of Alpharma's estimated requirements for each Product for a twelve (12) month period on a country-by-country basis which shall be updated on a calendar quarterly basis thereafter. The twelve (12) month forecasts delivered to Orchid pursuant to the preceding sentence shall represent Alpharma's or its Affiliates' reasonable estimates of the quantity of each Product that Alpharma and its Affiliates shall require during the 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 the period from the Effective Date up to and including the end of the fourth full month following the Effective Date. XXX will supply the quantities set forth each Product in such firm order in accordance with the delivery schedule set forth therein, and to the extent such firm order is not sufficient to meet WCCI’s actual requirements of the Product for such period, XXX will use commercially reasonable efforts to supply WCCI with its requirements beyond the amounts specified in such firm order. To the extent possible, taking into account the Registration process, as soon as practicable each Individual Territory at least sixty (60) days prior to the Effective DateAnticipated Launch Date (the "Initial Firm Order") and ten (10) business days prior to each calendar quarter thereafter for delivery in the next calendar quarter; which, or if without Orchid's consent, shall not possible, as soon as practicable after be more than one hundred twenty-five per cent (125%). Alpharma shall use reasonable commercial effort to cause firm orders to equal at least seventy five percent (75%) of the Effective Date, WCCI shall provide to XXX final specifications latest forecasted amounts computed on a Product-by-Product basis for the labelling and packaging of each presentation of the Products identifying XXX as the manufacturer of the Product and WCCI as the distributor thereof, including all necessary photo-ready art (or its substantial equivalent)calendar quarter in question. WCCI understands and acknowledges that the lead time for the first shipment of Product following the receipt of In addition such final specifications shall be four (4) months. For supplies thereafter, firm orders shall be filled made only in fixed multiple batch sizes to be mutually agreed upon by XXX 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 accordance with 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 orders placed by WCCI pursuant to Article 6.4(b). order and delivery instructions at Orchid's Facility, provided however, the Initial Firm Order and any firm order in excess of the forecasted amount shall include a delivery day which shall in no event be less than sixty (b60) XXX will days after the date Orchid receives the firm order and delivery instructions at Orchid's Facility; and provided further, in the event a firm order is in excess of 125% of the amounts so forecast, Orchid and Alpharma shall discuss and agree on the appropriate delivery date. Orchid shall acknowledge receipt of each forecast within fifteen (15) business days and firm order within five (5) working business days following the end of each calendar month receive from WCCI a rolling forecast covering twenty four (24) months of which the first four (4) months must be covered by firm orders (consisting of the then current month and the following three (3) months). XXX shall, to the best of its ability, supply to WCCI the exact amount of Finished Products that WCCI has ordered. WCCI accepts that a variation in deliveries of +/- ten percent (10%) may occur. If XXX does not deliver Finished Products at the delivery dates stated in the respective firm order for technical reasons, XXX shall immediately inform WCCI. Both Parties will agree to a postponement or cancellation of the firm order affected. In the event of a postponement, XXX shall deliver within four weeks of the original delivery date. If XXX does not deliver Finished Products at the delivery dates stated in the respective firm order (or at a date otherwise agreed upon with WCCI) for any reason other than technical reasons, XXX shall deliver within four weeks of the original delivery date. Subject to timely supply by XXX pursuant to Article 6.4(b), WCCI shall maintain at least two (2) months’ inventory of the Product (two (2) month’s inventory of each stock keeping unit (SKU)). If this Agreement is terminated, and such termination results from the breach of WCCI, then any amounts owed by WCCI to XXX in respect of firm orders as of the date of termination must be paid by WCCI. (c) The batch-size and minimum order quantity per delivery shall be as set forth in Appendix V heretoreceipt thereof.

Forecasts; Firm Orders. (a) To the extent possible, taking into account the Registration process, as soon as practicable prior to On the Effective Date, WCCI GALEN will provide XXX LEO with a firm order firx xxxer for the xhe period from the Effective Date up to and including the end of the fourth full month following the Effective Date. XXX LEO will supply the quantities quanxxxies set forth in such firm order in accordance with the delivery schedule set forth therein, and to the extent such firm order is not sufficient to meet WCCI’s GALEN's actual requirements of the Product for such period, XXX LEO will use commercially reasonable reasonaxxx efforts to supply WCCI GALEN with its requirements beyond requiremexxx xeyond the amounts specified in such firm order. To It is understood that quantities supplied by LEO pursuant to the extent possiblefirm 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, taking into account pursuant xx xxich Galen acquired rights to the Registration processProdxxx, to sell Product bearing the trademarks and trade dress of the Product as soon as practicable 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 (3) months. Notwithstanding the foregoing, LEO agrees that to the exxxnt that BMS has placed firm orders for Product with LEO within the four months prior to xx the Effective Date, or if not possible, as soon as practicable delivery of those orders scheduled for after the Effective Date will be based upon the lead times and the delivery dates set forth in the forecasts delivered by BMS pursuant to the BMS Agreements. On the Effective Date, WCCI GALEN shall provide to XXX LEO final specifications for xxxxxfications xxr the labelling revised labeling and packaging of each presentation of the Products Product identifying XXX LEO as the manufacturer of the Product Prxxxct and WCCI GALEN (or its subsidiary, Xxxner Chilcott, Inc.) as the distributor thereofdisxxxxxxxx xxxxxxf, including all necessary photo-ready art (or its substantial equivalent)) reflecting such modification. WCCI GALEN understands and acknowledges that acknowledgex xxxt the lead time for the first shipment of Product following the receipt of such final specifications shall be four (4) months. For supplies periods thereafter, firm orders shall be filled by XXX LEO in accordance with the txx firm orders placed by WCCI GALEN pursuant to Article 6.4(b0.0. (b). (b) XXX will within Within five (5) working days following the end of each calendar month LEO will receive from WCCI GALEN a rolling rolxxxg forecast covering twenty xxxxty four (24) months of DOVONEX(R) AGREEMENT 10 which the first four (4) months must be covered by firm orders (consisting of the then current month and the following three (3) months). XXX LEO shall, to the best of its abilityabixxxy, supply to WCCI the exact amount of Finished Products that WCCI GALEN has ordered. WCCI GALEN accepts that xxxx a variation varxxxxxn in deliveries of +/- ten percent (10%) may occur. If XXX does LEO is not in the positixx to deliver Finished Products at the delivery dates stated in the respective firm order for technical reasons, XXX LEO shall immediately inform WCCIinxxxm GALEN. Both Parties will agree to a postponement x xxstponement or cancellation of the firm order affected. In the event of a postponement, XXX LEO shall deliver within four weeks weexx of the original delivery date. If XXX does LEO is not deliver in the position to delxxxr Finished Products at the delivery dates stated in the respective firm order (for any reasons other than technical reasons or at a date otherwise agreed upon with WCCI) for any reason other than technical reasonsGALEN, XXX LEO shall deliver within four weeks fxxx xxxxx of the original delivery date. Subject to timely supply by XXX pursuant to Article 6.4(b), WCCI GALEN shall maintain at least two (20) months’ ' inventory of the Product (two (2) month’s months inventory of each stock keeping unit (SKU)). If this the Agreement is terminated, and such termination results from the breach of WCCIGALEN, then any amounts owed by WCCI GXXXX to XXX LEO in respect of firm orders xxrm oxxxrs as of the date of termination must be paid by WCCI. GALEN (c) The batch-size and sizx xxx minimum order quantity per delivery shall be as set forth in Appendix V hereto.

Forecasts; Firm Orders. (a) To the extent possible, taking into account the Registration process, as soon as practicable prior to On the Effective Date, WCCI will provide XXX with a firm order for the period from the Effective Date up to and including the end of the fourth full month following the Effective Date. XXX will supply the quantities set forth in such firm order in accordance with the delivery schedule set forth therein, and to the extent such firm order is not sufficient to meet WCCI’s actual requirements of the Product for such period, XXX will use commercially reasonable efforts to supply WCCI with its requirements beyond the amounts specified in such firm order. To It is understood that quantities supplied by XXX pursuant to the firm order delivered on the Effective Date will bear the trademarks and trade dress of the Product as marketed by BMS. WCCI represents and warrants to XXX that it has a limited license from BMS pursuant to the terms of that certain Asset Purchase Agreement between WCCI and BMS, pursuant to which WCCI acquired rights to the Product, to sell Product bearing the trademarks and trade dress of the Product as marketed by BMS for up to six months. WCCI understands and acknowledges that the lead time for shipment of Products following the receipt of such firm orders will be three (3) months. Notwithstanding the foregoing, XXX agrees that to the extent possible, taking into account that BMS has placed firm orders for Product with XXX within the Registration process, as soon as practicable four months prior to the Effective Date, or if not possible, as soon as practicable delivery of those orders scheduled for after the Effective Date will be based upon the lead times and the delivery dates set forth in the forecasts delivered by BMS pursuant to the BMS Agreements. DOVONEX® AGREEMENT 11 On the Effective Date, WCCI shall provide to XXX final specifications for the revised labelling and packaging of each presentation of the Products Product identifying XXX as the manufacturer of the Product and WCCI as the distributor thereof, including all necessary photo-ready art (or its substantial equivalent)) reflecting such modification. WCCI understands and acknowledges that the lead time for the first shipment of Product following the receipt of such final specifications shall be four (4) months. For supplies periods thereafter, firm orders shall be filled by XXX in accordance with the firm orders placed by WCCI pursuant to Article 6.4(b3.4(b). (b) XXX will within five (5) working days following the end of each calendar month receive from WCCI a rolling forecast covering twenty four (24) months of which the first four (4) months must be covered by firm orders (consisting of the then current month and the following three (3) months). XXX shall, to the best of its ability, supply to WCCI the exact amount of Finished Products that WCCI has ordered. WCCI accepts that a variation in deliveries of +/- ten percent (10%) may occur. If XXX does not deliver Finished Products at the delivery dates stated in the respective firm order for technical reasons, XXX shall immediately inform WCCI. Both Parties will agree to a postponement or cancellation of the firm order affected. In the event of a postponement, XXX shall deliver within four weeks of the original delivery date. If XXX does not deliver Finished Products at the delivery dates stated in the respective firm order (or at a date otherwise agreed upon with WCCI) for any reason other than technical reasons, XXX shall deliver within four weeks of the original delivery date. Subject to timely supply by XXX pursuant to Article 6.4(b3.4(b), WCCI shall maintain at least two (2) months’ inventory of the Product (two (2) month’s inventory of each stock keeping unit (SKU)). If this Agreement is terminated, and such termination results from the breach of WCCI, then any amounts owed by WCCI to XXX in respect of firm orders as of the date of termination must be paid by WCCI. DOVONEX® AGREEMENT 12 (c) The batch-size and minimum order quantity per delivery shall be as set forth in Appendix V hereto.