Forecasts Orders. 6.3.1 Acologix shall provide Toray with an estimate of the volume of Products to be ordered in the first four quarters of commercial supply of Products (i.e. the four consecutive calendar quarters beginning with the calendar quarter in which Acologix makes its first commercial sale) (the “First Year”) within [***] after (i) Acologix or its Sublicensee files the first NDA for a Product in North America; or (ii) Acologix files the first MAA for a Product in Europe if Acologix is assigned responsibility by the JDCC for Commercialization of Injection Products in Europe, whichever is earlier. Acologix shall have the right to update that First Year forecast [***].
6.3.2 Acologix shall provide its first firm order by no later than [***] before the anticipated first Sales of the Product. Upon placement of the first firm order by Acologix, the Parties shall be bound to the then-current forecast for the First Year (the “First Year Forecast”) as set forth in this Section 6.3.2, provided that the First Year Forecast shall not take into account any update provided by Acologix after the date that is [***] prior to placement of the first firm order. Over the course of the First Year, Acologix shall be obligated to place firm orders for no less than [***] of the First Year Forecast. Toray shall be obligated to accept and fulfill any firm orders placed by Acologix to the extent the total of such firm orders in the First Year do not exceed [***] of the First Year Forecast, and Toray shall use best efforts to fulfill any amounts ordered by Acologix in excess of such amount.
6.3.3 Beginning with the calendar quarter in which Acologix places its first firm order, within [***] after the end of each calendar quarter Acologix shall provide a rolling four quarter estimate of the volume of Products to be order by Acologix (the most recent estimate, the “Annual Forecast”). The Parties shall determine appropriate procedures and binding terms and conditions related to the Annual Forecast in the Supply Agreements.
Forecasts Orders. Six (6) months prior to an anticipated regulatory approval or clearance, SRM shall provide Cordis with an initial non-binding forecast of the quantities of Products estimated to be required during the initial twelve (12) month period after such approval or clearance. Thereafter, SRM will provide to Cordis each February 1, May 1, August 1, and November 1 an updated forecast for the following (12) twelve month period commencing two (2) months from the applicable date (“Updated Forecast”). Each Updated Forecast shall be binding for (i) the first month by part number one hundred percent (100%) as to mix and volumes, (ii) the second month by part number ninety percent (90%) as to mix and volumes (iii) the third month by part number seventy five percent (75%) as to mix and volumes. The first three months of an Updated Forecast which are binding is a “Binding Quarter.” SRM’s orders for Product shall be made pursuant to a written purchase order specifying the desired quantity and configuration of Product, and subject to Section 2 of this Exhibit, will provide for shipment in accordance with reasonable delivery schedules and lead times as may be agreed upon from time to time by SRM and Cordis. In addition, if requested by Cordis, SRM will participate in Cordis’ Sales and Operations Planning Process (S&OP) to review SRM’s forecasts, orders, and market demand changes.
Forecasts Orders. SRM will provide to Cordis on a monthly basis an updated rolling forecast of expected purchases for the following (24) twenty four month period commencing two (2) months from the applicable date (“Updated Forecast”). Each Updated Forecast shall be binding for (i) the first month by part number one hundred percent (100%) as to mix and volumes, (ii) the second month by part number ninety percent (90%) as to mix and volumes (iii) the third month by part number seventy five percent (75%) as to mix and volumes. The first three months of an Updated Forecast which are binding is a “Binding Quarter.” SRM’s orders for Product shall be made pursuant to a written purchase order specifying the desired quantity and configuration of Product, and subject to Section 2 of this Exhibit, will provide for shipment in accordance with reasonable delivery schedules and lead times as may be agreed upon from time to time by SRM and Cordis. In addition, if requested by Cordis, SRM will participate in Cordis’ Sales and Operations Planning Process (S&OP) to review SRM’s forecasts, orders, and market demand changes.
Forecasts Orders. On or before the *** (***) day of the months of *** during the term of this Agreement, Serono will provide Bioject with a written good-faith, non-binding *** (***) calendar month rolling forecast of the *** that Serono expects to *** of the next *** (***) calendar months. The first *** (***) calendar months of each rolling forecast shall be binding. Serono will provide Bioject with firm purchase orders from time to time setting forth the quantities and forms of Products ordered and required delivery dates (a "Purchase Order"). The quantities ordered in Purchase Orders will be no more than *** (***) of the amount covered in Serono's binding forecast. Bioject will use its reasonable commercial efforts to supply Products in excess of such amount. Subject to the provisions of this Section with respect to orders in excess of *** of Serono's forecast, Bioject shall meet fully the requirements of each Purchase Order placed by Serono hereunder. To the degree that either or both of the parties find it convenient to employ their standard forms of purchase order or acknowledgment of order in administering the terms of this Agreement, it or they may do so but none of the terms and conditions printed or otherwise appearing on such forms shall be applicable except to the extent that it specifies information, such as quantities and delivery dates, required to be furnished by either party hereunder. Notwithstanding the foregoing or anything in this Agreement to the contrary, the parties agree that Serono shall submit its first rolling forecast after approval by the FDA of Bioject's 510K application(s) for the Products and that Bioject shall have a period of up to 90 days to fill the first order for Products submitted by Serono after approval by the FDA of Bioject's 510K application(s) for the Products. The terms and conditions set forth in this Agreement shall be the exclusive contract terms between the parties with respect to Serono's purchase of the Products.
Forecasts Orders. (i) As soon as practicable following the execution of this Agreement, but no later than the submission of LMI’s initial purchase order for newly-manufactured product pursuant to Section 2.4(b), LMI shall send to COV LMI’s initial forecast by Calendar Quarter of the volume of Product (indicating the presentation desired), and for Drug Substance and/or Ligand Excipient (if any), which LMI expects to have delivered from COV during the four (4) Calendar Quarters commencing July 1, 2010. Each forecast submitted by LMI must reflect not less than the Minimum Volumes of Product as shown for each Calendar Quarter on Exhibit 2.4 to this Agreement. LMI shall thereafter update each such forecast on a quarterly basis, providing COV with a rolling **** (****) month forecast of its requirements for Product, and for Drug Substance and/or Ligand Excipient (if any). It is understood that, except for the first Calendar Quarter of each forecast and subject to LMI’s obligation to purchase the Minimum Volumes of Product for each Calendar Quarter as described in Section 2.4(c), this forecast will not be binding on the Parties. In addition, and having regard for the forecast hereinabove referred to and the Minimum Volume obligation described in Section 2.4(c), at least three (3) months prior to the beginning of each Calendar Quarter, commencing with the Calendar Quarter beginning July 1, 2010, LMI will furnish COV with purchase orders for the volume of Product (including the presentations desired), and for Drug Substance and /or Ligand Excipient (if any), which LMI shall purchase, and which COV shall deliver, during such quarter. The Parties anticipate that LMI will place orders for Product at a ratio of **** percent (****%) for 10 mL vials and **** percent (****%) for 15 mL vials, which percentages will be confirmed for each individual purchase order. LMI will provide COV with not less than one hundred twenty (120) days prior written notice of any anticipated change in this ratio.
Forecasts Orders. Not less than thirty (30) days before the first day of each calendar quarter (commencing on the first calendar quarter in which Quest orders ASRs from diaDexus pursuant to Section 4.1), Quest shall prepare and provide diaDexus with a written, rolling forecast of Quest's requirements for each ASR for each of the subsequent four (4)
Forecasts Orders. (a) A forecast of anticipated purchases by major Product for the month of March 1999 is attached hereto as SCHEDULE 3(a)(i). No later than twenty (20) days prior to the beginning of each Quarter (beginning with the Second Quarter of Year One), AP Biotech will provide Newco with a forecast of anticipated purchases by major Product for such Quarter. The first such forecast (for the Second Quarter of Year One) is attached hereto as SCHEDULE 3(a)(i). In addition, no later than thirty (30) days prior to the commencement of Year Two and Year Three, AP Biotech will provide a Quarterly forecast for the upcoming Year by major Product. AP Biotech shall deliver to Newco such a forecast for Year One within seven (7) business days following the Closing Date.
(b) Purchase orders for Current and New Products shall be placed through the AP Biotech electronic data interchange system, as the same exists from time to time (the "EDIS"). Newco shall have access to the EDIS consistent with past practice; PROVIDED, HOWEVER, that Newco's access to AP Biotech's communications network shall be limited to communications through the EDIS relating to AP Biotech's purchasing and selling the Products contemplated under this Agreement in accordance with the plan attached hereto as SCHEDULE 3(b). Each party shall pay one-half of any documented third party out-of-pocket costs reasonably incurred to CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. modify AP Biotech's communications network to limit Newco's access in accordance with this SCHEDULE 3(b) (the "AP Biotech EDIS Modification Charges"); provided, however, that in no event shall Newco's one-half portion of the AP Biotech EDIS Modification Charges exceed $21,000 in the aggregate without the prior mutual agreement of the parties. If at any time while this Agreement is in effect, AP Biotech ceases providing Newco with access to the EDIS, AP Biotech shall refund to Newco the full amount of the AP Biotech EDIS Modification Charges paid by Newco in accordance with the previous sentence. AP Biotech shall keep Newco informed in writing of any anticipated changes in the EDIS in sufficient time to allow Newco to make any changes necessary to continue using the EDIS in an effective manner. In addition, each party shall pay one-half of any documented third party out-of-pocket cos...
Forecasts Orders. LOCATIONS
Forecasts Orders. The first seven (7) months of each Master Production Plan, as established by the Forecasting Subcommittee, shall be deemed to be a binding, non- cancellable purchase order for Product and placebo dispensers and shall be accompanied by any other information required under Section 5.1(c) (the “Purchase Order”). The following seventeen (17) months of the Master Production Plan shall be the Forecasting Subcommittee’s non-binding, good faith estimate of such requirements based on sales and forecasted demand for Product and placebo dispensers (“Non-Binding Commitment”).
Forecasts Orders. (a) Forecasts. No later than *** (***) months prior to the expected Date of First Sale of any Product, ENDO shall submit to GRÜNENTHAL a written estimate of its *** requirements for such Product for each of the next succeeding *** (***) months. The forecast shall be updated monthly by the *** (***) Business Day of the month on an *** (***) month rolling basis. In addition, ENDO shall also provide GRÜNENTHAL a *** forecast updated once a calendar year for information purposes only.
