Common use of Forecasts Clause in Contracts

Forecasts. (a) The Xxxx and Corium advisory committee (Committee) will meet at least [*] prior to the Launch Date of the Product for the purpose of planning a successful Product launch. Corium will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch Plan. (b) After the Launch Date of the Product within the Territory, [*] prior to the beginning of each calendar year, Xxxx shall provide to Corium [*] for its requirements of the Product. Such [*] forecast will be updated on a [*] basis, and such update shall be received by Corium no later than [*] prior to the first day of each [*]. Except as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes only. (c) [*] prior to [*], Xxxx shall submit to Corium a Firm Order for the Product with a shipment date no sooner than [*] from the date of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld). (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarter.

Forecasts. Within [* * *] after the Effective Date, Paratek shall submit to CIPAN a forecast of clinical supply of Products that Paratek anticipates ordering from CIPAN during the [* * *] period (abroken down by Product and by month and, if applicable, country in the Territory) The Xxxx following the date of such forecast and Corium advisory committee Paratek shall update such forecast on a rolling [* * *] basis every [* * *] thereafter (Committeeeach, a “Rolling Clinical Forecast”) will meet at least until Paratek no longer requires any clinical supply of Products. Beginning [* * *] prior to the Launch Date anticipated launch of a Paratek Product in the Territory and for the remainder of the Term, Paratek shall submit to CIPAN a forecast of commercial supply of Products that Paratek anticipates ordering from CIPAN during the [* * *] period (broken down by Product for and by month and, if applicable, country in the purpose Territory) following the date of planning such forecast and Paratek shall update such forecast on a successful Product launch. Corium will prepare rolling [* * *] basis every [* * *] thereafter (each, a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date “Rolling Commercial Forecast”), provided that Paratek shall provide an updated Rolling Commercial Forecast within [* * *]] after receipt of non-binding estimated launch quantities and launch date from Xxxxsuch Paratek Product receives Regulatory Approval by the applicable Regulatory Authority in a country in the Territory. Xxxx will Paratek shall place firm purchase orders for at least the quantity of each Product far enough specified in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch Plan. (b) After the Launch Date of the Product within the Territory, first [* * *] prior to the beginning of each calendar year, Xxxx shall provide to Corium [*] for its requirements of the Product. Such [*] forecast will be updated on a [*] basis, and such update shall be received by Corium no later than [*] prior to the first day of each [*]. Except as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes only. Rolling Clinical Forecast or Rolling Commercial Forecast (c) [*] prior to [*], Xxxx shall submit to Corium a Firm Order for the Product with a shipment date no sooner than [*] from the date of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] period, such the “Firm Order shall be deemed to be accepted at Forecast Period”) and the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld). (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within remaining [* * *] of such Firm Order; provided however that Corium forecast shall use commercially reasonable effort be a good faith estimate. Except as set forth in the immediately preceding sentence, Paratek shall not be required to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quartersorder any fixed minimum quantity of either Product, and shall reimburse notwithstanding any forecast or credit Xxxx for costs prior course of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarterdealing.

Forecasts. In order to assist Miltenyi with its capacity, procurement and production planning, Autolus agrees to provide Miltenyi with rolling forecasts of Autolus’ (and its Affiliates’, Subcontractors’, and Licensees’) anticipated requirements for Miltenyi Products during the Term of this Agreement, in accordance with the provisions of this Section 5.1 (each, a “Forecast”). All of the Forecasts provided under this Agreement shall break down the demand of Miltenyi Products on a product-by-product (expressed in number of units or lots) and country-by-country basis. All Forecasts provided by Autolus shall be good faith estimates of Autolus’ anticipated requirements for Miltenyi Products during the relevant period. Autolus agrees to use Commercially Reasonable Efforts in preparing all Forecasts provided hereunder to minimize variances between Forecasts. Each Forecast shall be duly signed by an authorized representative of Autolus (or Autolus’ designee on behalf of Autolus) and submitted in writing to Miltenyi, by mail or facsimile, and shall supersede prior Forecasts to the extent the Forecast overlaps with prior Forecasts. Each initial Forecast to be provided by Autolus under clauses (a) The Xxxx through (c) below shall be subject to Miltenyi’s written consent, which shall not be unreasonably withheld, and Corium advisory committee (Committee) which it will meet at least [*] prior endeavor to the Launch Date of the Product for the purpose of planning a successful Product launch. Corium will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date provide within [*]after **] Business Days of receipt of non-binding estimated launch quantities the initial Forecasts from Autolus. (a) Rolling [***] Forecast; Firm Zone. Within [***] Business Days of the Effective Date, and launch date from Xxxxthereafter by the [***] Business Day of each [***] during the Term, Autolus (or Autolus’ designee on behalf of Autolus) shall submit a [***] rolling Forecast of Autolus’ anticipated demand of Miltenyi Products for each of the next [***] consecutive Calendar [***], commencing with the Calendar [***] in which such Forecast is submitted (each, a “[***] Forecast”). Xxxx will place firm purchase orders The [***] Forecast shall show demand on a [***] basis, and for the Product far enough [***] months shall state the desired dates of Delivery for the forecasted quantities. With respect to any [***] Forecast for Miltenyi Products submitted during the Term, [***] of the quantities forecasted for the [***] period of each [***] Forecast (each such [***] period shall be referred to as the “Firm Zone”) shall be binding, and the corresponding portion of each subsequent [***] Forecast shall be consistent with such period. For clarity, all forecasted demands of Miltenyi Products during the Firm Zone shall constitute a binding commitment by Autolus to submit corresponding Purchase Orders for Miltenyi Products. The Parties agree that except with respect to the Firm Zone and the limitations in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch PlanSection 5.1(d) hereof, a [***] Forecast provided by Autolus shall not be binding upon Autolus. (b) After the Launch Date Rolling [***] Forecast. Within [***] Business Days of the Product within Effective Date, and thereafter by the Territory, [***] prior to the beginning Business Day of each calendar year, Xxxx shall provide to Corium Calendar [***] during the Term, Autolus (or Autolus’ designee on behalf of Autolus) shall submit a non-binding [***] rolling Forecast of Autolus’ anticipated demand of Miltenyi Products for its requirements each of the Product. Such [***] forecast will be updated Calendar [***] immediately following the last Calendar [***] of the [***] Forecast submitted pursuant to clause (a) above (each, a “[***] Forecast”). Each [***] Forecast shall show demand on a [***] basis, and such update shall be received by Corium no later than [*] prior to the first day of each [*]. Except as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes only. (c) [*] prior to [*], Xxxx shall submit to Corium a Firm Order for the Product with a shipment date no sooner than [*] from the date of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld). (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarter.

Forecasts. (a) The Xxxx and Corium advisory committee (Committee) will meet at least Commencing on the Effective Date, OptiNose shall provide CPL each month with non-binding, rolling [***] ([***]) month forecast of its Product requirements (“Rolling Forecast”). OptiNose shall be obligated to purchase the unit quantity of Products for the first [***] months of any Rolling Forecast that was requested in the Rolling Forecast for that [***] ([***]) month period (a “Binding Period”). During the [***] of each calendar month OptiNose will issue a new Rolling Forecast which shall be updated monthly by OptiNose no later than the [***] ([***]) business day of each calendar month with the Binding Period updated with each Rolling Forecast to include the new [***] month of the going forward [***] month Rolling Forecast. CPL shall participate in periodic sales and operations planning meetings with [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. OptiNose and other suppliers as both Parties reasonably deem appropriate. Notwithstanding any other provision of this Agreement, for Rolling Forecasts issued prior to Final Approval Date, OptiNose shall not be required to place any Purchase Order for quantities that otherwise would be applicable for any Binding Period, and OptiNose may, in its sole discretion, cancel or modify any Purchase Order placed prior to the Launch Date of the Product for the purpose of planning a successful Product launch. Corium will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within Final Approval Date; [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch Plan. (b) After the Launch Date of the Product within the Territory, [*] prior to the beginning of each calendar year, Xxxx shall provide to Corium [*] for its requirements of the Product. Such [*] forecast will be updated on a [*] basis, and such update shall be received by Corium no later than [*] prior to the first day of each [*]. Except as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for The Parties will work collaboratively together regarding planning purposes only. (c) [*] prior of production of initial Product required to [*], Xxxx shall submit to Corium a Firm Order for the build initial launch quantities of Product with a shipment date no sooner than [*] from the date in anticipation of the Firm OrderFinal Approval Date. Corium During the term of this Agreement, CPL shall accept or reject ensure that, subject to utilization of OptiNose Equipment, it has the Capacity to meet all of OptiNose’s requirements for Product in a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at timely manner based on the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable applicable Rolling Forecast under this Agreement and subject to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld). (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter ’s standard lead time pursuant to Section 8.4(b), Xxxx 2.5; provided that if new or additional OptiNose Equipment is required CPL will pay Corium for the costs of any unused quantities of such materials ordered inform OptiNose with sufficient lead time for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall OptiNose Equipment to be acquired and qualified for use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarterthis Agreement.

Forecasts. (a) The Xxxx and Corium advisory committee (Committee) will meet at least [*] prior During the term of this Agreement, Buyer shall use its best efforts to the Launch Date of the Product update, on a quarterly basis, a continuous usage forecast to assist Seller in maintaining an orderly production flow for the purpose of planning meeting Buyer's delivery requirements. Buyer's failure to provide such information may be considered cause by Seller for excusable delivery delay. 3. CANCELLATION Buyer may cancel orders placed in accordance with the terms and conditions of this Agreement upon payment of cancellation charges which shall include all costs incurred or committed for, and a successful Product launch. Corium will prepare reasonable profit on such costs, unless (i) such costs are otherwise recoverable through the sale of the product on a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance timely basis or (ii) Buyer's cancellation is due to Motorola's failure to meet Xxxx’x launch its forecasted delivery schedule resulting in cancellation of Product orders by Buyer's own customer. Payment of cancellation charges shall be due within thirty (30) days of the date of invoice. Seller agrees to divert completed material and work in process from canceled orders to other requirements based on Corium’s Production Launch Planwherever possible in order to minimize cancellation charges. 4. DELIVERY AND PAYMENT (a) All deliveries are FOB Motorola's plant. Each such delivery will be separately invoiced and payment from Buyer shall be due thirty (30) days from the date thereof without regard to other deliveries. DELIVERY DATES ARE BEST ESTIMATES ONLY. (b) After Title to the Launch Date Products sold shall pass to Buyer at the FOB point. Buyer hereby grants to MOTOROLA a security interest and lien upon all of Buyer's now existing or hereafter acquired inventory of the Product within products, and all of Buyer's account, chattel paper, instruments, contract rights, general intangibles, accounts receivable and the Territoryproceeds thereof now existing or hereafter arising out of Buyer's sale or other disposition of the products. Buyer agrees to cooperate in whatever manner necessary to assist MOTOROLA in perfecting and recording such security interest and lien upon request. 5. FORCE MAJEURE MOTOROLA shall not be liable for any delay or failure to perform due to any cause beyond its reasonable control. Causes include but are not limited to strikes, [*] prior acts of God, acts of the Buyer, interruptions of transportation or inability to obtain necessary labor, materials or facilities, or default of any supplier, or delays in FCC frequency authorization or license grant. The delivery schedule shall be considered extended by a period of time equal to the beginning time lost because of each calendar year, Xxxx shall provide to Corium [*] for its requirements of any excusable delay. To the Product. Such [*] forecast will be updated on a [*] basis, and such update shall be received by Corium no later than [*] prior to the first day of each [*]. Except as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes only. (c) [*] prior to [*], Xxxx shall submit to Corium a Firm Order for the Product with a shipment date no sooner than [*] from the date of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium extent that MOTOROLA is unable to fill manufacture and deliver the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] periodannual commitment, such Firm Order it shall be deemed reduced on a pro rata basis. In the event MOTOROLA is unable to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product wholly or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld). (d) Should Xxxx’x Firm Order partially perform for a calendar quarter be less period greater than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs forty-five (45) days because of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially cause beyond its reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarterscontrol, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quartereither party may terminate any delayed order without any liability.

Forecasts. (ai) With respect to MTO Products: By the fifth (5th) Business Day of each calendar month during the Term, Customer (or Customer’s designee on behalf of Customer) shall submit a rolling forecast by Product of Customer’s anticipated demand of such Product for the next twenty-four (24) consecutive months, commencing with the month in which such forecast is sent (each, an “MTO Forecast”). The Xxxx MTO Forecast shall show demand on a monthly basis, and Corium advisory committee for the first three months shall state the dates of delivery for such Product. Without limiting Section 2.4(b) each MTO Forecast, including the required delivery dates, is non-binding. In the event that Manufacturer has failed to receive an updated MTO Forecast by the fifth (Committee5th) will meet at least [*] prior Business Day of any calendar month, Manufacturer shall notify Customer of such failure and, if Customer has not responded with an updated MTO Forecast by the tenth (10th) Business Day of such month, the most recent MTO Forecast shall be regarded as current. (ii) With respect to the Launch Date of the Product VMR Products: Customer shall provide Manufacturer access to Customer’s demand management system (e.g., Manugistics) for the purpose of managing supply to, and determining the forecasts for, Customer’s markets according to Planned Arrivals (as such term is used therein) calculated by the system in accordance with replenishment parameters agreed in writing between Customer and Manufacturer in the applicable Product Addendum and in the Supply Chain Agreement (including as may be listed in Exhibit D and as such parameters may be provided, updated and revised by mutual written agreement of the Parties from time to time) (the “Supply Chain Agreement”, and each such forecast, a “VMR Forecast”), and Manufacturer shall schedule production of such Product and delivery of such Product to Customer in accordance with such derived VMR Forecasts and the applicable Product lead times set forth in the applicable Product Addendum. Manufacturer shall confirm all such Product shipments via the replenishment planning a successful system according to the Supply Chain Agreement parameters and the parameters in the applicable Product launch. Corium will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch PlanAddendum. (biii) After With respect to any Product designated as a “Biological” in the Launch Date applicable Product Addendum, the first six (6) month period of each Forecast with respect thereto shall be binding, and the corresponding portion of each subsequent Forecast shall be consistent with such period. (iv) Without limiting the foregoing, the Parties agree that certain Supply Chain Agreement parameters and replenishment parameters in the Product Addendum may not be available and included in Exhibit D or such Product Addendum as of the Product within the Territory, [*] Effective Date and shall be included therein prior to the beginning IPO Closing by written approval of each calendar year, Xxxx shall provide to Corium [*] for its requirements of the Product. Such [*] forecast will be updated on a [*] basis, and such update shall be received by Corium no later than [*] prior to the first day of each [*]. Except as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes only. (c) [*] prior to [*], Xxxx shall submit to Corium a Firm Order for the Product with a shipment date no sooner than [*] from the date of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] periodParty, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent approval not to be unreasonably withheld). (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarter.

Forecasts. A. Upon execution of the Agreement, BMPI shall provide Chiron with a non-binding, long-term, written forecast of the quantities of Product that BMPI will require during each of the following five (a5) calendar years. BMPI shall update this forecast on or before July 1 of each year thereafter, stating its requirements for the shorter of (i) the (5) following calendar years or (ii) the remainder of the term of the Agreement. B. Upon execution of the Agreement, BMPI shall provide Chiron with a rolling, 15-month, monthly forecast (the "FORECAST") of the number of grams of Product that BMPI will require in each month of the 15-month period (the "FORECASTED REQUIREMENTS"), and the requested delivery date(s). ** C. The Xxxx first six months of the Forecast shall be binding upon BMPI (the "BINDING REQUIREMENTS") and Corium advisory committee may not be changed without Chiron's prior written consent. The seventh through ninth months of the Forecast shall be binding on BMPI to the extent that BMPI may not increase or decrease the monthly requirements for Product by more than **), without Chiron's prior written consent. (Committeei) will meet at At least [*] * days prior to the Launch Date date on which BMPI would like Product delivered, BMPI shall submit to Chiron a binding purchase order covering the Binding Requirements and, if desired, any, additional Product ** that BMPI would like to receive at that time (each, a "PURCHASE ORDER"). The Purchase Order shall specify the requested dates of and locations of delivery of the Product for the purpose of planning a successful Product launchordered Product. Corium ** Chiron will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after acknowledge receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch Planall Purchase Orders received hereunder within ** days. (bii) After Chiron will fill each properly-submitted Purchase Order, to the Launch Date extent of the Product within Binding Requirement, by the Territorydelivery date requested therein or another date mutually agreed upon by the parties, [*] prior to the beginning of each calendar year, Xxxx shall provide to Corium [*] for its requirements of the Productin writing. Such [*] forecast Chiron will be updated on a [*] basis, and such update shall be received by Corium no later than [*] prior to the first day of each [*]. Except as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes only. (c) [*] prior to [*], Xxxx shall submit to Corium a Firm Order for the Product with a shipment date no sooner than [*] from the date of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld). (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort efforts to store supply any additional Product ordered but does not guarantee that such materials under proper storage conditions and use such materials to manufacture Product will be supplied. All additional Product so supplied will be charged at the Product for future calendar quartersprice provided in Section 7.1, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [below, plus *] after the end of such future calendar quarter*.

Forecasts. (ai) The Xxxx and Corium advisory committee (Committee) will meet at least On [****] prior to the Launch Date of the Product for the purpose of planning a successful Product launch. Corium will prepare a Production Launch Plan for the Product based and on Xxxx’x estimated launch quantity and estimated launch date within or about each [*]after receipt of non-binding estimated launch quantities ***] and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch Plan. (b) After the Launch Date of the Product within the Territory, [****] prior to between the beginning of each calendar year[****] and [****], Xxxx Customer shall provide to Corium Supplier (by email to the attention of Supplier’s Sales Administrator and Director of Manufacturing, with a copy to Business Leader, Sequencing) 12-month forecasts (by month) of its requirements for each of the Products in the format reasonably requested by Supplier (the “Forecasts”). Supplier shall provide the recipient email addresses from time to time (by email to the attention of Customer’s VP of Operations with a copy to Director of Purchasing) and Customer acknowledges that such new email addresses shall be effective upon receipt from Supplier regardless of Section 11.a. The initial Forecast is set forth in Exhibit F attached hereto (the “Initial Forecast”) and shall be deemed to be the [*] for its requirements of the Product. Such [***] forecast will be updated on a for purposes of [*] basis, and such update shall be received by Corium no later than [*] prior to the first day of each [**]. Except as otherwise The first six (6) months of each such Forecast provided herein, these requirements forecasts in [****] shall constitute a binding obligation to purchase the specified Products (the “Binding Forecast”) to the extent that the specified Product being ordered is within production lead times. The second six (6) months of each such Binding Forecast shall be non-binding (the “Non-Binding Forecast”). The Forecasts provided in [****] are for discussion purposes only and will not amend the then-current Binding Forecast. Each Binding Forecast will be accompanied by a purchase order (a “Purchase Order”) describing the terms, dates and delivery schedule for such purchases. Supplier shall accept each Purchase Order that complies with a Binding Forecast and the other terms of this Agreement. Supplier will use commercially reasonable efforts to supply Products ordered by Customer that are in addition to those required by the then-current Binding Forecast. For clarity, the then-current Binding Forecast shall lock in prices for the period of such Binding Forecast such that any additional Consumables ordered by Customer and supplied by Supplier during the period of such Binding Forecast shall be used ordered and sold at the relevant price indicated by Corium for planning purposes onlysuch Binding Forecast in accordance with this Agreement. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. (cii) Beginning on [****] prior to and on or about each subsequent [*]***] and [****] during the Term of this Agreement, Xxxx Customer shall submit provide to Corium a Firm Order for Supplier (by email to the Product attention of Supplier’s Sales Administrator and Director of Manufacturing, with a shipment date no sooner than [*] from the date copy to Business Leader, Sequencing) 12-month forecasts (by month) of its requirements for each of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at Products in the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within format reasonably requested by Supplier and each such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order forecast shall constitute a binding agreement by Xxxx obligation to purchase the Productspecified amount and type of Products (the “Binding Forecast”) to the extent that the specified Product being ordered is within production lead times. No change may For clarity, the Binding Forecast provided on or about the A&R Effective Date shall be made for the period beginning [****] and [****] (inclusive), the Binding Forecast provided on or about [****] shall be for the period beginning [****] and [****] (inclusive), and subsequent Binding Forecasts shall follow in like manner. Supplier shall provide the binding recipient email addresses from time to time (by email to the attention of Customer’s VP of Operations with a copy to Director of Purchasing) and Customer acknowledges that such new email addresses shall be effective upon Customer’s confirmation of receipt from Supplier regardless of Section 11.a. Each Binding Forecast required by this Section 2.a(ii) will be accompanied by a purchase order (a “Purchase Order”) for Product or any Products required for the shipment dates requested therefor without the prior consent first six (6) months of Corium (such consent not Binding Forecast, including any Instruments required to be unreasonably withheldpurchased by Customer during such six (6) month period in accordance with Section 1.a(iv). (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast . The Purchase Orders shall describe the terms, dates and delivery schedule for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for purchases in accordance with the costs terms of any unused quantities this Agreement. Supplier shall accept each Purchase Order that complies with a Binding Forecast and the other terms of such materials ordered for such calendar quarter in reliance on such forecast within this Agreement. [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarter**].

Forecasts. (a) The Xxxx 3.1. In order to assist INTERCHEM and Corium advisory committee (Committee) will meet UQUIFA in planning the production runs for Omeprazole, SANTARUS shall use its commercially reasonable efforts to provide to UQUIFA and INTERCHEM, at least [*] prior ** *** of the quantities of Omeprazole required by SANTARUS, *** period. SANTARUS shall deliver the first such forecast to INTERCHEM and UQUIFA as soon as reasonably practicable following the execution of this Agreement, and will update the forecast every *** thereafter. SANTARUS may, at its discretion, update such forecast more frequently. It is understood that all such forecasts are intended to be SANTARUS' estimates of its purchase requirements and they shall not be binding upon SANTARUS; however, UQUIFA and INTERCHEM shall, at minimum, supply the amounts specified in Section 3.3. 3.2. After the Finished Products have received approval for marketing from a Regulatory Agency and have been made generally commercially available (hereinafter "COMMERCIAL LAUNCH"), UQUIFA and INTERCHEM shall, within *** days after SANTARUS has provided its *** forecast, notify SANTARUS in writing of any prospective problems it might have with respect to supplying SANTARUS' forecasted order quantities. Upon receipt of such notice, the Parties shall promptly discuss the inability to supply the amounts forecasted by SANTARUS and work in good faith to agree upon revised forecast amounts. *** *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 3.3. Subject to the Launch Date lead-time requirements specified in Schedule B, UQUIFA and INTERCHEM shall deliver to SANTARUS' designated facility during any given month, pursuant to Purchase Orders provided under Section 3.4, the amount specified in the Purchase Order therefor, which amount may be *** *** *** (the "SUPPLY COMMITMENT"). In addition, UQUIFA and INTERCHEM shall use their best efforts to deliver any and all ordered amounts in excess of the Product for the purpose of planning a successful Product launch. Corium will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch PlanSupply Commitment. (b) After the Launch Date of the Product within the Territory, [*] prior to the beginning of each calendar year, Xxxx 3.4. SANTARUS shall provide to Corium [UQUIFA and INTERCHEM Purchase Orders for Omeprazole within the lead times set forth in Schedule B. Within ten (10) business days after the date that a Purchase Order is submitted (the "ORDER DATE"), INTERCHEM and UQUIFA shall acknowledge receipt of SANTARUS' Purchase Order and confirm that the amounts of Omeprazole ordered in the Purchase Order, subject to Section 3.3., will be timely supplied. 3.5. UQUIFA and INTERCHEM agree to retain a *] for its requirements ** *** . *** of safety stock will be held by INTERCHEM in the United States and *** of safety stock will be held by UQUIFA in Spain. UQUIFA AND INTERCHEM will promptly notify SANTARUS if UQUIFA's manufacturing capacity will be insufficient to fill a Purchase Order submitted by SANTARUS. Such notice will include the expected duration of the Productshortage and its impact on the supply of Omeprazole to SANTARUS. Such [*] forecast notification shall not operate to relieve UQUIFA or INTERCHEM of their obligations to deliver the ordered amounts of Omeprazole or affect SANTARUS' right to pursue any remedies that may be available to it. UQUIFA and INTERCHEM will be updated use their best efforts to mitigate the impact on a [*] basis, SANTARUS of shortages or other constrained capacity. The obligations of UQUIFA and such update INTERCHEM to maintain the safety stock specified herein shall be received by Corium no later than [*] prior to the first day of each [*]. Except commence as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes only. (c) [*] prior to [*], Xxxx shall submit to Corium a Firm Order for the Product with a shipment date no sooner than [*] from the date of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld)Commercial Launch. (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarter.

Forecasts. (a) The Xxxx and Corium advisory committee (Committee) will meet at least Commencing on the Final Approval Date or such earlier date as may be agreed to between the Parties, OptiNose shall provide Hikma each month with non-binding, rolling [***] forecast of its Product requirements (“Rolling Forecast”). OptiNose shall be obligated to purchase the unit quantity of Products for the [***] of any Rolling Forecast that was requested in the Rolling Forecast for that [***] period (a “Binding Period”). During the first business week of each calendar month, OptiNose will issue a new Rolling Forecast which shall be updated monthly by OptiNose no later than the fifth (5th) business day of each calendar month with the Binding Period updated with each Rolling Forecast to include the new [***] of the going forward [***] Rolling Forecast. Hikma shall participate in periodic sales and operations planning meetings with OptiNose and other suppliers as both Parties reasonably deem appropriate or as OptiNose may reasonably request. Notwithstanding any other provision of this Agreement, for Rolling Forecasts issued prior to Final Approval Date, OptiNose shall not be required to place any Purchase Order for quantities that otherwise would be applicable for any Binding Period, and OptiNose may, in its sole discretion, cancel or modify any Purchase Order placed prior to the Launch Date Final Approval Date; provided, however, that OptiNose will reimburse Hikma for any out-of-pocket costs reasonably incurred in order for Hikma to be prepared to supply Product for such Purchase Orders (including, without limitation, the cost of Raw Materials purchased by Hikma based on such Rolling Forecasts that cannot otherwise be reasonably used by Hikma or its customers) and any other costs agreed to by the Parties. The Parties will work collaboratively together regarding planning of production of initial Product in anticipation of the Final Approval Date. During the Term of this Agreement, Hikma shall ensure that, subject to utilization of OptiNose Equipment, it has the Capacity to meet all of OptiNose’s requirements for Product for the purpose of planning in a successful Product launch. Corium will prepare a Production Launch Plan for the Product timely manner based on Xxxx’x estimated launch quantity the applicable Rolling Forecast under this Agreement and estimated launch date within [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch Plan. (b) After the Launch Date of the Product within the Territory, [*] prior subject to the beginning of each calendar year, Xxxx shall provide to Corium [*] for its requirements of the Product. Such [*] forecast will be updated on a [*] basis, and such update shall be received by Corium no later than [*] prior to the first day of each [*]. Except as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes only. (c) [*] prior to [*], Xxxx shall submit to Corium a Firm Order for the Product with a shipment date no sooner than [*] from the date of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the ’s standard lead time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld). (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b)2.5; provided that if new or additional OptiNose Equipment is required, Xxxx Hikma will pay Corium for the costs of any unused quantities of such materials ordered inform OptiNose with sufficient lead time for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall OptiNose Equipment to be acquired and qualified for use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarterthis Agreement.

Forecasts. (a) The Xxxx and Corium advisory committee (Committee) will meet at least [*] prior to During the Launch Date term of the Product for the purpose of planning a successful Product launch. Corium will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch Plan. (b) After the Launch Date of the Product within the Territorythis Agreement, [*] prior to the beginning of each calendar year, Xxxx PCYC shall provide to Corium [DOTTIKON [ *** ] for its requirements a written rolling forecast of the Productquantities of such Product it intends in good faith to purchase under this Agreement during [ *** ] For example, the forecast provided at [ *** ] will cover the quantities of Products to be delivered during [ *** ] Each such forecast shall have the following effect, except as otherwise set forth in the applicable Product Appendix: [ *** ] [ *** ]; and [ *** ]; and [ *** ] Purchase Orders. Such [*] forecast will be updated on a [*] basis, and such update All purchases of Products shall be received by Corium no later than [*] prior made pursuant to Purchase Orders which shall be delivered to the first day Facility, or such other location as agreed to in writing by the Parties, at least [ *** ] in advance of each [*]. Except as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes only. (c) [*] prior to [*], Xxxx shall submit to Corium a Firm Order for the Product with a shipment date no sooner than [*] from the date of shipment specified in such Purchase Order, or to such other location and/or within such other time period as may be specified in the Firm applicable Product Appendix. DOTTIKON shall ship all Products as set forth in Section 4.5 by the date and in the quantities specified in the applicable Purchase Order. Corium PCYC shall be obligated to buy and DOTTIKON shall be obligated to sell only the quantities of Product which are subject to a Purchase Order accepted by DOTTIKON; [ *** ] as may be described in the applicable Product Appendix. DOTTIKON shall be obligated to accept any Purchase Order that does not require DOTTIKON to Manufacture a Product in quantities in excess of DOTTIKON's Capacity for such Product, and shall use its best efforts to accept any Purchase Order in excess thereof. Any Purchase Order (or reject portion thereof) for which PCYC has not received a Firm written rejection from DOTTIKON within [ *** ] of DOTTIKON's receipt of such Purchase Order within [shall automatically be deemed accepted by DOTTIKON. Within [ *]** ] following its acceptance of a Purchase Order, DOTTIKON shall provide to PCYC a written schedule of its receiptintended Manufacturing campaign for fulfilling such Purchase Order. Corium may reject a Firm Order if at To the time of its receipt XXXX is in default extent that the terms of a payment or other obligation or if Corium is unable to fill Purchase Order are inconsistent with the Firm Order within the time specifiedterms of this Agreement, this Agreement shall control. If Corium fails to accept or reject a Firm Order within such [*] period, such Firm No Purchase Order shall be deemed to amend, modify or supplement this Agreement or any Product Appendix. Purchase Orders and the acceptance or rejection thereof shall be accepted at submitted by facsimile to the end attention of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made contact person or department specified in the binding purchase order for applicable Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld). (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quartersAppendix, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after confirmed by mail, unless otherwise agreed in the end of such future calendar quarterapplicable Product Appendix.

Forecasts. (a) The Xxxx Within thirty (30) days after the Effective Date of this Agreement, Xxxxx & Nephew shall deliver to ArthroCare a good faith, monthly rolling forecast of its quantity requirements and Corium advisory committee shipping dates for each category (Committeei.e., SKU) will meet at least of ArthroCare Manufactured Product for the [*] period commencing with the month of the Effective Date of this Agreement. The first [*] of such forecast shall be binding forecasts and deemed firm orders for the number of each category of ArthroCare Manufactured Product specified in such forecasts, and the forecast for the remaining [*] shall be non-binding. Thereafter, Xxxxx & Nephew shall submit to ArthroCare at or prior to the Launch Date end of the each month a good faith forecast of its quantity requirements and shipping dates for each such category of ArthroCare Manufactured Product for the purpose of planning a successful Product launch. Corium will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within following [*]after receipt ] period, so that estimates for a rolling [*] period are always provided. Subject to Section 3.2(a), the [*] of non-each such [*] forecast shall be binding estimated launch quantities forecasts and launch date from Xxxx. Xxxx will place deemed firm purchase orders for the Product far enough number of ArthroCare Manufactured Products specified in advance such forecasts, and the forecast for the remaining [*] shall be non-binding. If Xxxxx & Nephew provides ArthroCare with a written request for a quantity increase in any firm order already submitted to meet Xxxx’x launch requirements based on CoriumArthroCare or included in a binding forecast, ArthroCare and Xxxxx & Nephew will discuss in good faith the additional amount, if any, that ArthroCare is willing and able to supply to Xxxxx & Nephew consistent with ArthroCare’s Production Launch Planother obligations, and Xxxxx & Nephew will adjust its order accordingly. In no event is ArthroCare obligated to supply any such additional amounts of such Products, but will use its reasonable commercial efforts to do so. (b) After If a required forecast for a particular month is not timely submitted for a ArthroCare Manufactured Product, the Launch Date of immediately preceding forecast for such month shall become the Product within new forecast for such month; if there is no preceding forecast for such month, the Territory, [*] prior to forecast for the beginning of each calendar year, Xxxx next preceding month shall provide to Corium [*] become the forecast for its requirements of the Product. Such [*] forecast will be updated on a [*] basis, and such update shall be received by Corium no later than [*] prior to the first day of each [*]. Except as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes onlymonth. (c) [*] prior Xxxxx & Nephew’s forecasts and orders shall reflect its good faith expectations of customer demand and reasonable inventory and safety stock requirements, and Xxxxx & Nephew shall act in a commercially reasonable manner to [*]schedule orders to avoid creating over or under capacity problems for ArthroCare. ArthroCare shall fulfill Xxxxx & Nephew’s orders, Xxxx shall submit to Corium a Firm Order for the Product with a shipment date no sooner than [*] from the date of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheldSection 3.2(a). (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx use good faith and reasonable commercial efforts to accommodate changes in Xxxxx & Nephew’s requests for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarterdelivery dates, quantity and other supply issues relating to ArthroCare Manufactured Products.

Forecasts. (a) The Xxxx and Corium advisory committee (Committee) will meet at least [*] prior to the Launch Date of the Product for the purpose of planning a successful Product launch. Corium will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch Plan. (b) After the Launch Date of the Product within the Territory, [*] prior to the beginning of each calendar year, Xxxx shall provide to Corium [*] for its requirements of the Product. Such [*] forecast will be updated on a [*] basis, and such update shall be received by Corium no later than [*] prior to the first day of each [*]. Except as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes only. (c) [*] prior to [*], Xxxx shall submit to Corium a Firm Order for the Product with a shipment date no sooner than [*] from the date of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld). (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or *Confidential Treatment Requested. credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarter.

Forecasts. (a) The Xxxx and Corium advisory committee (Committee) will meet at least [*] prior Prior to the Launch Date first commercial launch of the Product using Corden as a registered commercial Manufacturer (“Launch”), the Parties shall agree on a binding reservation schedule for the purpose manufacturing capacity required for commercial manufacturing of planning a successful Product launchProduct. Corium will prepare a Production Launch Plan This reservation schedule as well as the milestones for services for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after receipt validation batches may only be changed by mutual agreement of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Parties, ,as further detailed in the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch PlanAddendum. (b) After Unless otherwise agreed in a Product Addendum, during the Launch Date of Term, but no later than the Quarter in which the Product within is launched in the first market of the Territory, [*] prior to the beginning of each calendar year, Xxxx shall provide to Corium [*] for its requirements of the Product. Such [*] forecast will be updated on a [***] basis, and such update Customer shall provide Corden with a rolling [***]-month forecast (“Rolling Forecast”) indicating Customer’ expected delivery of Product for the next [***] (i.e., [***]), in full batch sizes. The first [***] months (i.e., the first [***] ) of the Rolling Forecast (i.e., [***]) shall be received by Corium no later than considered binding for both Parties under this Section 5 (“Binding Forecast”), and the second [***] prior to the first day of each period (i.e., [***]. Except as otherwise provided herein, these requirements forecasts ) shall be considered non-binding for both Parties (“Non-Binding Forecast”). The initial Rolling Forecast is attached hereto as Schedule 1, and shall each subsequent update will be used by Corium for planning purposes onlydue on or before the [***] Business Day of each new [***] during the Term (covering such new [***] and the subsequent [***] ). (c) [*] prior Corden shall review each update to [*], Xxxx shall submit the Rolling Forecast and assess if it is able to Corium a Firm Order manufacture or otherwise supply Customer’ requirements for the Product with a shipment date no sooner than [*] from the date in excess of the Firm Orderamount set forth in the previous Binding Forecast, if any, and assuming that the remainder of the Rolling Forecast will become binding in time as contemplated by this Agreement. Corium In the event that, upon receipt of an updated Rolling Forecast, Corden anticipates that it shall accept not be able to manufacture or reject a Firm Order otherwise supply Customer’ requirements for Product in excess of the amount set forth in the previous Binding Forecast, Corden shall inform Customer in writing within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [**] periodBusiness Days after Xxxxxx’s receipt of said updated Rolling Forecast, and Customer shall then be entitled to obtain from alternative suppliers any such Firm Order shall excess amount of Product which Corden has indicated that it would not be deemed able to manufacture or otherwise supply for Customer. For the avoidance of doubt, Xxxxxx will not be accepted at obliged to manufacture any portion of the end of such period. Except as provided herein, the Firm Order shall constitute initial Binding Forecast that requires a binding agreement by Xxxx to purchase the Product. No change may be made capital investment in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld)Production Facility, unless otherwise agreed by Corden. (d) Should Xxxx’x Firm Order Non-Binding Forecasts provided by Customer shall be made in good faith, using the degree of diligence that Customer would apply in the event that Customer was engaged to manufacture or otherwise supply the Product for a calendar quarter be less than Xxxx’x most recent itself or another Person. For clarity, as [***]of the Non-binding Forecast becomes [***]of the Binding Forecast, it will automatically become binding except to the extent Customer increase or decrease the amount forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within by more than [*] of **]percent ([***]%) over the previous Non-Binding Forecast. The Parties agree to discuss as soon as practicable any such Firm Order; overage request, provided however that Corium shall Xxxxxx will use commercially reasonable effort efforts to store fulfill such materials under proper storage conditions overage and use any other additional Product requirement of Customer not contemplated by the updated Binding Forecast. (e) Within [***] Business Days after receipt of each Rolling Forecast, Corden shall submit to Customer a corresponding good faith, non-binding, estimated rolling forecast of Corden’s expected requirements of/for Customer Material based on such materials Rolling Forecast (taking into account any released quantities of Customer Material already on hand at the Production Facility). Each such forecast provided by Corden shall include a reasonable safety stock of Customer Material (sufficient to manufacture at least the next calendar quarter’s Binding Forecast). For clarity, the delivery dates set forth in Corden’s forecast for such Customer Materials shall allow [***] days or as specified in the Product Addendum for future calendar quarters, analytical testing and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end release of such future calendar quarterCustomer Materials by Corden.

Forecasts. (a) The Xxxx and Corium advisory committee (Committee) will meet at least [*ORPHAN shall provide Supplier with forecasts of ORPHAN’S anticipated [ * ] prior to the Launch Date requirements of the Product Drug for distribution and sale in the purpose United States commencing with the [ * ] period that begins at the time of planning a successful Product launchan FDA approval. Corium Such forecast will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough be provided [ * ] in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch Plan. (b) After the Launch Date of anticipated FDA approval of the Product within NDA and ORPHAN shall update such [ * ] forecast on a [ * ] basis thereafter. Once FDA approval of the TerritoryDrug is received, [*] ORPHAN will provide Supplier, prior to the beginning of each calendar year[ * ], Xxxx shall provide to Corium [*] for with forecasts of its anticipated requirements of the Product. Such [*] forecast will be updated on a [*] basis, and such update shall be received by Corium no later than [*] prior to Drug for the first day of each [*following [ * ]. Except as otherwise Supplier will provide [ * ] anticipated schedule for manufacture and will consult with ORPHAN on schedule changes. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (a) The forecasts provided herein, these requirements forecasts shall be non-binding and shall be used by Corium to Supplier pursuant to this Section 6.1 are for planning purposes onlyonly and do not constitute a commitment by ORPHAN to have such or any quantity of Drug manufactured by Supplier or a commitment by Supplier to manufacture any quantity of the Drug for ORPHAN during [ * ]. (b) Supplier shall [ * ] manufacture during any [ * ] up to [ * ] of the quantity of the Drug ORPHAN forecasted it would purchase from Supplier during such [ * ] in its most recent forecast covering [ * ]. Supplier will promptly communicate with ORPHAN as to its ability to produce quantities requested. (c) [*] prior When and as ORPHAN proposes to [*], Xxxx shall submit to Corium a Firm Order for the Product with a shipment date no sooner than [*] from the date commence its distribution and sale of the Firm Order. Corium Drug outside the United States, ORPHAN shall accept or reject a Firm Order within [*]supplement its [ * ] forecast accordingly to indicate the additional requirements of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within Drug for such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld)purposes. (d) Should Xxxx’x Firm Order Supplier acknowledges that accurate forecasts of requirements are inherently difficult for a calendar quarter new pharmaceutical product. ORPHAN [ * ]. Accordingly, if [ * ], it will [ * ] ninety (90) days [ * ], in which case ORPHAN [ * ]. The [ * ] delivery of [ * ] are that during such [ * ] (i) ORPHAN shall be less required to purchase [ * ] the amount set forth in the [ * ] and (ii) Supplier shall be required to manufacture [ * ] such amount. If ORPHAN does not deliver a [ * ], Supplier may accept [ * ] use its [ * ] to produce the Drug in accordance with ORPHAN’S purchase orders in a timely manner. It is agreed that this procedure will be used on an exception basis. (e) If Supplier manufactures the Drug with a lead time of more than Xxxx’x most recent forecast for such calendar quarter pursuant [ * ], ORPHAN shall not be required to Section 8.4(b)pay any additional storage, Xxxx will or pay Corium for the costs Drug sooner than as set forth in Section 7.5 nor shall any advance manufacture lead to a violation of any unused quantities the warranty of such materials ordered for such calendar quarter expiration date set forth in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarterSection 8.1.

Forecasts. (a) The Xxxx and Corium advisory committee (Committee) will meet at least [*ORPHAN shall provide Catalytica with forecasts of ORPHAN’S anticipated [ * ] prior to the Launch Date requirements of the Product for distribution and sale in the purpose United States commencing with the [ * ] period that begins at the time of planning a successful Product launchFDA approval of the Product. Corium Such forecast will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough be provided [ * ] in advance to meet Xxxx’x launch requirements based of anticipated FDA approval of the NDA and ORPHAN shall update such [ * ] forecast on Corium’s Production Launch Plan. (b) After the Launch Date [ * ] basis thereafter. Once FDA approval of the Product within the Territoryis received, [*] ORPHAN will provide Catalytica, prior to the beginning of each calendar year[ * ], Xxxx shall provide to Corium [*] for with forecasts of its anticipated requirements of the ProductProduct for the following [ * ] and the forecast for the first [ * ] shall be firm and binding on ORPHAN. Such [*Catalytica will provide [ * ] anticipated schedule for manufacture and will consult with ORPHAN on schedule changes. (a) Catalytica shall [ * ] manufacture during any [ * ] up to [ * ] of the quantity of the Product ORPHAN forecasted it would purchase from Catalytica during such [ * ] in its most recent forecast covering [ * ]. Catalytica will promptly communicate with ORPHAN as to its ability to produce quantities requested. (b) When and as ORPHAN proposes to commence its distribution and sale of the Product outside the United States, ORPHAN shall supplement its [ * ] forecast will be updated on a [*accordingly to indicate the additional requirements of the Product for such purposes. [ * ] basis= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and such update shall be received by Corium no later than [*] prior to the first day of each [*]. Except as otherwise provided hereinMARKED BY BRACKETS, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes onlyHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (c) [*] prior to [*], Xxxx shall submit to Corium a Firm Order for If Catalytica manufactures the Product with a shipment date no lead time of more than [ * ], ORPHAN shall not be required to pay any additional storage, or pay for the Product sooner than [*] from the date as set forth in Section 7.7 nor shall any advance manufacture lead to a violation of the Firm Order. Corium shall accept or reject a Firm Order within [*]warranty of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is expiration date set forth in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld)Section 8.1. (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarter.

Forecasts. NICE shall give Contractor a written forecast of the Products, by type, quantity and expected Due Date (athe "FORECAST") as follows: A Forecast shall be a rolling forecast for the current Quarter and the two (2) consecutive Quarters, detailed by week. Upon the Effective Date, NICE shall deliver a Forecast for the period commencing on the expected completion of the Relocation Phase for the first Product, for the current Quarter and for the next coming two Quarters and so on thereafter during the term of this Agreement. The Xxxx Forecast may be updated by NICE on a weekly basis, or more frequently (at NICE' discretion). A Forecast will not be deemed to constitute a binding purchase order with respect to Products (as opposed to components and Corium advisory committee (Committee) sub-assemblies, as set forth in Sections 3.4, 16 and 17.5 of this Agreement). Contractor will meet at least [*] prior manufacture the quantities of Products only according to specific orders and the Production Lead Time. The Parties' responsibilities and undertakings arising from NICE' Forecast shall be according to APPENDIX C as amended from time to time according to the Launch Date provisions of this Agreement. Liability reports will be submitted by Contractor on the Product for the purpose of planning a successful Product launch. Corium will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch Plan. (b) After the Launch Date of the Product within the Territory, [*] prior to the beginning 1st of each calendar yearmonth and will need to be approved by NICE. It is clarified for the avoidance of doubt, Xxxx shall provide that in any event, any and all purchase obligations of NICE with respect to Corium [*] for its requirements Products (as opposed to components and sub-assemblies) are limited in any given time during the term of the Product. Such [*] forecast will be updated on a [*] basisthis Agreement, and such update shall be received by Corium no later than [*] prior to the first day PO's only. Contractor (with NICE' participation) will implement, at its own expense, a full process of each [*]Demand Flow Technology, including: (I) Product Synchronization; (II) Sequence of Events; (III) Mix Model; (IV) Demand of Capacity & Take Time; (V) Operations grouping; (VI) Line Design & Balancing. Except This process will help to determine the Sub Assembly Lead Time and the Production Lead Time. It is clarified that any change in the Production Lead Time detailed in this Agreement shall require NICE' prior written approval; any change in the Sub Assembly Lead Time detailed in this Agreement as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium for planning purposes only. (c) [*] prior to [*], Xxxx shall submit to Corium a Firm Order result of which the maximum Sub Assembly Lead Time for the Product with a shipment date no sooner than [*] from the date of the Firm Order. Corium relevant sub-assembly exceeds 30 Days, shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made in the binding purchase order for Product or the shipment dates requested therefor without the require NICE' prior consent of Corium (such consent not to be unreasonably withheld)written approval. (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarter.

Forecasts. 4.1 The BUYER agrees to purchase and the COMPANY agrees to sell the PRODUCTS in the quantities and at the prices set forth in Exhibit C attached hereto and made an integral part hereof. 4.2 The COMPANY will promptly effect shipment of the PRODUCTS after the manufacture thereof shall have been completed in each month of production as agreed. Delivery terms shall be on the basis of FOB Japan (a) or country of manufacture). 4.3 The Xxxx and Corium advisory committee (Committee) will meet at least BUYER's good faith forecast for its expected purchases of PRODUCTS for the twelve month period beginning from April 1, 2000 is [*] prior to the Launch Date of the Product for the purpose of planning a successful Product launch. Corium will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch Plan. (b) After the Launch Date of the Product within the Territory, Beginning [*] prior after the first delivery order, the BUYER shall then deliver to the beginning of each calendar year, Xxxx shall provide to Corium [*] for its requirements of * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. the Product. Such COMPANY a revised forecast at least once per [*] forecast will be updated on a rolling [*] basis, and such update shall be received by Corium no later than [*] prior to . 4.4 Forecasts provided under the first day of each [*]. Except as otherwise provided herein, these requirements forecasts shall be non-binding and shall be used by Corium paragraph (4.3) above are for planning purposes only. (c) [*] prior only and do not constitute an order commitment or obligation on the part of the BUYER or the COMPANY. To the extent reasonably possible, however, the BUYER agrees to [*], Xxxx place orders consistent with such forecasts. The volume ordered by the BUYER in any given month may be increased or decreased from the volume included in the forecast and there shall submit to Corium a Firm Order be no fee associated with such variance. If the BUYER submits any forecast or places any order in which the quantity of PRODUCTS forecasted or ordered for the Product with a shipment date no sooner any month deviates by more than [*] from the date forecasted quantity of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within PRODUCTS for such [*] periodcontained in the most recent prior forecast submitted to the COMPANY, then the parties shall negotiate in good faith to determine a mutually agreeable delivery schedule, taking into account BUYER's delivery requirements and the required lead time for any modifications to the COMPANY's procurement, manufacturing and testing processes. 4.5 In addition to the formal procedures set forth above, the parties agree that they will promptly inform each other of any material change in their expectations or capabilities relating to the manufacturing, ordering or delivery of PRODUCTS hereunder, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made altered requirements and difficulties in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld)productions. (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b), Xxxx will pay Corium for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within [*] after the end of such future calendar quarter.

Forecasts. (a) The Xxxx a. As soon as practicable after the Effective Date and Corium advisory committee (Committee) will meet at least [*] days prior to the Launch Date of the Product for the purpose of planning a successful Product launch. Corium will prepare a Production Launch Plan for the Product based on Xxxx’x estimated launch quantity and estimated launch date within [*]after receipt of non-binding estimated launch quantities and launch date from Xxxx. Xxxx will place firm purchase orders for the Product far enough in advance to meet Xxxx’x launch requirements based on Corium’s Production Launch Plan. (b) After the Launch Date of the Product within the Territory, [*] prior to the beginning of each calendar yearmonth thereafter, Xxxx shall Amgen will provide to Corium [*] Insulet with eighteen (18) month rolling * Confidential treatment has been requested for its requirements portions of this exhibit. The copy filed herewith omits the Product. Such [*] forecast will be updated on a [*] basis, and such update shall be received by Corium no later than [*] prior information subject to the first day of each confidentiality request. Omissions are designated as [*]. Except as otherwise provided hereinA complete version of this exhibit has been filed separately with the Securities and Exchange Commission. forecasts of Amgen’s anticipated monthly requirements for Custom Insulet Devices (each, these requirements forecasts a “Forecast”), which Forecasts shall be non-binding and shall be used by Corium for planning purposes only. (c) commence on the month immediately following delivery of such forecast. The [*] prior to [*]of each such Forecast shall be binding on Amgen (the “Binding Portion”) and Amgen shall issue Purchase Orders for all amounts included in the Binding Portion of such Forecasts. b. Except as mutually agreed in writing by the Parties, Xxxx shall submit to Corium a Firm Order for each Forecast following the initial Forecast provided by Amgen, the quantity of Customized Insulet Device forecast (i) for the Product with a shipment date no sooner than [*] months of such Forecast shall not vary from the date of the Firm Order. Corium shall accept or reject a Firm Order within [*]of its receipt. Corium may reject a Firm Order if at the time of its receipt XXXX is in default of a payment or other obligation or if Corium is unable to fill the Firm Order within the time specified. If Corium fails to accept or reject a Firm Order within amounts forecasted for such [*] period, such Firm Order shall be deemed to be accepted at the end of such period. Except as provided herein, the Firm Order shall constitute a binding agreement by Xxxx to purchase the Product. No change may be made months in the binding purchase order for Product or the shipment dates requested therefor without the prior consent of Corium (such consent not to be unreasonably withheld). (d) Should Xxxx’x Firm Order for a calendar quarter be less than Xxxx’x most recent forecast for such calendar quarter pursuant to Section 8.4(b)previously delivered Forecast, Xxxx will pay Corium (ii) the amounts forecasted for the costs of any unused quantities of such materials ordered for such calendar quarter in reliance on such forecast within [*] of such Firm Order; provided however that Corium Forecast shall use commercially reasonable effort to store such materials under proper storage conditions and use such materials to manufacture the Product for future calendar quarters, and shall reimburse or credit Xxxx for costs of all materials so used for a future calendar quarter within not exceed [*] after percent ([*]%) of the end amounts forecasted for such month in the most recent previously delivered Forecast and (iii) the amounts forecasted for the [*] months of such future calendar quarterForecast shall not exceed [*] percent ([*]%) of the amounts forecasted for such months in the most recent previously delivered Forecast. Accompanying each Forecast, Amgen shall place a binding Purchase Order in accordance with Section 2.7 for Custom Insulet Devices for the first month contained in such Forecast. c. Each Party acknowledges and agrees that, except with respect to the Binding Portion of each Forecast, as may be adjusted pursuant to Section 2.6(b), (a) the Forecasts are for planning purposes only, (b) Amgen will prepare such Forecasts in good-faith, but does not guarantee the accuracy of any portions of such Forecasts, and (c) with the exception of the Binding Portion of the Forecasts, Insulet does not guarantee its ability to meet the requirements of such Forecasts.