Forecasts. Promptly after the Effective Date, or upon release of an Assay for a Cartridge, as applicable, Zomedica agrees to provide to Qorvo a good faith rolling 24-month forecast of Zomedica’s required quantities of the Products (by Assay type) (the “Forecast”). After delivery of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo no later than the first day of each calendar quarter. The quantities of each type of Product forecasted to be ordered in the first [*] months of each Forecast will be binding on the Parties. The quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica will be responsible for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.]
Appears in 3 contracts
Samples: Development and Supply Agreement, Development and Supply Agreement (Zomedica Pharmaceuticals Corp.), Development and Supply Agreement (Zomedica Pharmaceuticals Corp.)
Forecasts. Promptly Within thirty (30) days after the Effective DateTime, or upon release of an Assay for Aptevo will provide Emergent with a Cartridgewritten, as applicable, Zomedica agrees to provide to Qorvo a good faith rolling 24non-month binding forecast of Zomedica’s required quantities Batch purchases by Product by month for the following twenty-four (24) months; provided that the number of Vials of each Product forecasted for each month will be specified in integer multiples of the Products Minimum Batch Size as set forth on Schedule B (by Assay type) (the a “Forecast”). After delivery of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo no later than the first day of each calendar quarter. The quantities of each type of Product forecasted to be ordered in the first [*] six (6) months of each Forecast will which shall be binding on the Parties. The quantities Aptevo and cannot be changed in subsequent Forecasts (a “Binding Six Month Forecast”) and months seven (7) through nine (9) of each type of Product forecasted to which may be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase increased or decrease the quantities of any type of Product forecasted to be ordered in such months [*] decreased by an aggregate total of Aptevo by no more than 20% per type twenty-five percent (25%) of the number of Vials of Product from (on a Product-by-Product basis) for the previously forecasted amount same month in the immediately preceding submitted Forecast (each, a “Semi-Binding Forecast”). By the end of each month thereafter, Aptevo will provide a new Forecast for such Product in any subsequent update the twenty-four (24) months commencing with the very next calendar month (a rolling forecast), the first six (6) months of which shall be a Binding Six Month Forecast and months seven (7) through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a month, the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised of the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in second through seventh months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the prior Forecast and the Semi-Binding Forecast shall be comprised of the eighth through tenth months of the prior Forecast. The remaining months [*] Forecast must include sufficient detail to identify planned purchases per month for twenty four (24) months. Upon receipt of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast, Emergent will provide an indication of Emergent’s ability to meet such Forecast (a “Feasibility Opinion”) and a proposed schedule of Manufacturing dates for the following six (6) months to be updated on a monthly basis. Except With respect to Emergent, all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the extent set forth in the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term)3.1.2 below. The Project Managers, or (c) Qorvo proposes a material change their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica will be responsible for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet discuss the Forecast and are specifically for use in connection with the Instruments Binding Six Month Forecast and Cartridges to be supplied to Zomedica, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Semi-Binding Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.]
Appears in 3 contracts
Samples: Manufacturing Services Agreement (Aptevo Therapeutics Inc.), Manufacturing Services Agreement (Aptevo Therapeutics Inc.), Manufacturing Services Agreement (Aptevo Therapeutics Inc.)
Forecasts. Promptly after On or prior to the Effective Datetenth (10th) Business Day of each Calendar Quarter during the Term, or upon release of an Assay for Licensee will provide the Licensor with a Cartridge, as applicable, Zomedica agrees to provide to Qorvo a good faith rolling 24non-month binding written forecast of Zomedica’s required estimated quantities of Product that the Products Licensee anticipates ordering from the Licensor during the next twenty-four (by Assay type24) month period commencing upon the following Calendar Quarter (the “"Forecast”"). After delivery In order to assist in the planning of production runs for the Products, Licensee will provide an initial Forecast to Licensor within thirty (30) days following the execution of this Agreement (the "Initial Forecast"), which Initial Forecast shall only be effective upon mutual agreement of the initial ForecastParties (provided that, Zomedica will update neither Party may withhold agreement to an Initial Forecast that provides for an order quantity that falls within the Forecast on a calendar quarterly basis and deliver such Forecast range of 150,000 Units to Qorvo no later than 250,000 Units of Product for the first day twelve (12) months of such forecast). The Initial Forecast will be updated on or prior to the tenth (10th) Business Day of each calendar quarterfollowing Calendar Quarter and such updated Forecast in accordance with this Section 5.1 will be promptly delivered to the Licensor by the Licensee. The quantities of each type quantity of Product forecasted to be ordered set forth in the first twelve (12) months of a Forecast for a particular Calendar Year shall not decrease by [***] ([***]%) percent, or increase by more than [***]percent ([***]%), from the original Forecast in which such Calendar Year was first included, unless agreed to in writing by the Parties (the "Annual Variation Limit"). The first three (3) months of each such Forecast will (the "Firm Order Period") shall be binding on the Parties. The quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the ForecastLicensee. The remaining twenty-one (21) months [*] of any each such Forecast will shall be non-binding estimates for planning purposes. The Licensee will forecast the volume of Products comprising full batch and in multiples of batch quantities, as such quantities are set forth on the PartiesSchedule 8.1. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica Each Forecast will be responsible for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed made by the Parties. Notwithstanding the foregoingLicensee in good faith, Zomedica’s Forecasts will reflect its good faith expectation taking into account reasonable projections of demand for the Instrument Products including, without limitation, demand in line with prescription trends, and each type of Cartridge and Zomedica will act in a commercially allowing for reasonable manner safety stock. The Licensor shall use its Commercially Reasonable Efforts to forecast orders ensure sufficient manufacturing capacity to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on meet the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.]
Appears in 2 contracts
Samples: License and Supply Agreement (Journey Medical Corp), License and Supply Agreement (Journey Medical Corp)
Forecasts. Promptly Within [* * *] after the Effective Date, or upon release Paratek shall submit to Almac a forecast of an Assay for a Cartridgeclinical supply of the Product that Paratek anticipates ordering from Almac during the [* * *] period (broken down by month and, as if applicable, Zomedica agrees country in the Territory) following the date of such forecast and Paratek shall update such forecast on a rolling [* * *] basis every [* * *] thereafter (each, a “Rolling Clinical Forecast”) until Paratek no longer requires any clinical supply of the Product. Beginning [* * *] prior to provide the anticipated launch of a Paratek Product in the Territory and for the remainder of the Term, Paratek shall submit to Qorvo Almac a good faith rolling 24-month forecast of Zomedica’s required quantities commercial supply of the Products Product that Paratek anticipates ordering from Almac during the [* * *] period (broken down by Assay typemonth and, if applicable, country in the Territory) following the date of such forecast and Paratek shall update such forecast on a rolling [* * *] basis every [* * *] thereafter (the each, a “Rolling Commercial Forecast”), provided that Paratek shall provide an updated Rolling Commercial Forecast within [* * *] after such Paratek Product receives Regulatory Approval by the applicable Regulatory Authority in a country in the Territory. After delivery Paratek shall place purchase orders for at least the quantity of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo no later than the first day of each calendar quarter. The quantities of each type of Product forecasted to be ordered specified in the first [*] months of each Forecast will be binding on the Parties. The quantities of each type of Product forecasted to be ordered in months [* * *] of each such Rolling Clinical Forecast will or Rolling Commercial Forecast (such period, the “Firm Forecast Period”) and the remaining [* * *] of such forecast shall be binding on the Partiesa good faith estimate and shall be non-binding, subject provided that Almac may place orders with its suppliers for raw materials or packaging materials as reasonably necessary in order to Zomedica’s right to increase or decrease Manufacture the quantities of any type of the Product forecasted to be ordered specified in such months the first [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [* * *] of each Rolling Clinical Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Rolling Commercial Forecast. The remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in In the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) Paratek and Almac agree that Almac or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica its Affiliate will be responsible for perform the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica secondary packaging of the Instrument and Cartridges but which were purchased by Qorvo Product, the Parties will discuss, in good faith, amending the Firm Forecast Period for purchase orders of Product to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges appropriately reflect such additional service to be supplied to Zomedica, unless otherwise agreed by conducted in an Almac facility in the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange CommissionUnited States.]
Appears in 2 contracts
Samples: Manufacturing and Services Agreement (Paratek Pharmaceuticals, Inc.), Manufacturing and Services Agreement (Paratek Pharmaceuticals, Inc.)
Forecasts. Promptly after (i) On [****] and on or about each [****] and [****] between the Effective Date[****] and [****], or upon release of an Assay for a Cartridge, as applicable, Zomedica agrees to Customer shall provide to Qorvo Supplier (by email to the attention of Supplier’s Sales Administrator and Director of Manufacturing, with a good faith rolling 24copy to Business Leader, Sequencing) 12-month forecast forecasts (by month) of Zomedica’s required quantities its requirements for each of the Products (in the format reasonably requested by Assay type) 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 [****] forecast for purposes of [****]. The first six (6) months of each such Forecast provided 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”). After delivery of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo no later than the first day of each calendar quarter. The quantities of each type of Product forecasted to be ordered Forecasts provided in the first [****] months of each are for discussion purposes only and will not amend the then-current Binding Forecast. Each Binding Forecast will be binding on accompanied by a purchase order (a “Purchase Order”) describing the Partiesterms, dates and delivery schedule for such purchases. The quantities Supplier shall accept each Purchase Order that complies with a Binding Forecast and the other terms of each type 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 Product forecasted to such Binding Forecast such that any additional Consumables ordered by Customer and supplied by Supplier during the period of such Binding Forecast shall be ordered and sold at the relevant price indicated by such Binding Forecast in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecastaccordance with this Agreement. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for CauseCONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica will be responsible for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast200.83 AND 230.406. [*Confidential Treatment has been requested as to certain portions of this document***] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange CommissionTHE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.]
Appears in 2 contracts
Samples: Supply Agreement (Raindance Technologies Inc), Supply Agreement (Raindance Technologies Inc)
Forecasts. Promptly after The Authority shall procure that the Effective Generator shall provide to the Supplier all Relevant Electrical Output-specific information reasonably requested by the Supplier so that the Supplier can better predict the Forecasted Relevant Electrical Output. The Authority shall procure that the Generator shall, not later than 5 Business Days prior to the commencement of each Contract Year, notify the Supplier by e-mail of the Forecasted Relevant Electrical Output and the quantity of ROCs and LECs that the Generator expects to receive for each Month for the next Contract Year (or until the Expiry Date, or upon release of an Assay for a Cartridge, as applicable, Zomedica agrees to provide to Qorvo a good faith rolling 24-month forecast of Zomedica’s required quantities of the Products (by Assay typewhichever is sooner) (the “Long Term Forecast”). After delivery The Authority shall procure that the Generator shall also, not earlier than 15 Business Days and not later than 8 Business Days prior to the start of each Month during each Contract Year, notify the Supplier by e-mail (with copy to the Licensed Supplier) of the initial Forecasted Relevant Electrical Output for each Settlement Period and the volume of ROCs and LECs that the Generator expects to receive in respect of the Relevant Electrical Output generated during that Month (even if it is the same or similar to that Forecasted by the Long Term Forecast) (“Monthly Forecast”). The Authority shall procure that the Generator shall, during each Month of each Contract Year, by 09:00 on each Thursday that is a Business Day (or where a Thursday is not a Business Day, on the next Business Day before that Thursday), notify the Supplier by email of the Forecasted Relevant Electrical Output for each Settlement Period over the next 10 days (including the day that such Forecast is submitted) (“Weekly Forecast”). If, following the submission of a Weekly Forecast, Zomedica will update there is a change in the Forecast on a calendar quarterly basis and deliver Forecasted Relevant Electrical Output (or availability) of the Facility of more than 2 MW (in the case of the Existing Direct PPA or, in respect of any New Direct PPA, such Forecast number of MW as is notified to Qorvo no later the Supplier by the Authority pursuant to Paragraph 1 of Annex 1) that is Forecasted to persist for more than three consecutive hours, the first day Authority shall procure that the Generator shall notify the Supplier by email not more than three hours after becoming aware of each calendar quartersuch change (“Updated Forecast”). The quantities of each type of Product forecasted to be ordered in Supplier may request and the first [*] months of each Forecast will be binding on Authority shall procure that the Parties. The quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on Generator shall provide such additional information as the Parties, subject to Zomedica’s right to increase Supplier may reasonably require following such notification or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes the Supplier becomes aware of such a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica will be responsible for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed other than through notification by the PartiesGenerator. Notwithstanding the foregoingabove, Zomedica’s Forecasts will reflect its good faith expectation if at any time during the Operating Period the Generator becomes aware that the Relevant Electrical Output for any Settlement Period in any Month could differ from either the Long Term Forecast or the Monthly Forecast by more than 10%, then the Authority shall procure that the Generator shall notify the Supplier of demand for such change and of the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each revised Long Term Forecast to notify Zomedica that a and/or Monthly Forecast is not in conformance with this Section 7.2 (Forecastsas appropriate) forthwith by e-mail (“Revised Forecast”). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period The Authority shall procure that the Generator shall, on request, provide details of all of the basis factors, matters and circumstances taken into account in preparation of the Forecasts. The Authority shall procure that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such the Generator acts as a Reasonable and Prudent Operator in preparing each Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.]
Appears in 1 contract
Samples: Framework Agreement
Forecasts. Promptly after Not less than [***] days prior to the Effective anticipated initial launch date of the Licensed Product, and on the [***] day prior to the first Business Day of each Contract Quarter occurring during the Term thereafter (each, a “Forecast Delivery Date”), or upon release of an Assay for Aratana shall provide to Pacira a Cartridgerolling forecast in the format attached hereto as Appendix II, as applicable, Zomedica agrees such format may be reasonably modified from time to provide to Qorvo time by Pacira (a good faith rolling 24-month forecast of Zomedica’s required quantities of the Products (by Assay type) (the “Rolling Forecast”). After delivery , of estimated quantities and anticipated Product Delivery Dates of units of Bulk Product in each case, for each month of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver [***] successive Contract Quarters following such Forecast Delivery Date (without regard to Qorvo no later than potential expiration or termination of this Agreement). Absent earlier expiration or termination of this Agreement, the first day of each calendar quarter. The quantities of each type of Product forecasted to be ordered in forecast for the first [***] months in each Rolling Forecast shall constitute a binding commitment by Aratana to place additional Purchase Orders pursuant to Section 3.2 that, when taken together with any Purchase Orders submitted up to such date by Aratana with respect to such period, shall be consistent with such Rolling Forecast, but in no event represent less than [***] percent ([***]%) of each the amount of Bulk Product specified in such Rolling Forecast. Unless otherwise agreed by Pacira, the forecast with respect to any Contract Quarter in the Rolling Forecast will be binding on shall not exceed [***] percent ([***]%) of the Parties. The forecast for the immediately preceding Contract Quarter in such Rolling Forecast and Pacira agrees to supply to Aratana at least the following quantities of each type Bulk Product specified in the binding portion of such Rolling Forecast as provided in Sections 3.2(b) and 4.1: Applicable Quarter after initial launch of the Licensed Product forecasted by Aratana Committed Quantity of Bulk Product to be ordered in months supplied by Pacira 1st Contract Quarter [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months **]% 2nd Contract Quarter [*] by an aggregate total **]% 3rd Contract Quarter [***]% 4th Contract Quarter [***]% 5th Contract Quarter [***]% 6th Contract Quarter [***]% 7th Contract Quarter and thereafter [***]% Notwithstanding the foregoing, Pacira shall only be entitled to supply less than [***]% of no more than 20% per type the amount of Bulk Product from specified in the previously forecasted binding portion of a Rolling Forecast (or such lesser amount as may be specified in the applicable Purchase Order for such Product period in any subsequent update of accordance with this Section 3.1) pursuant to the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except table above in the event that (a) this Agreement it determines in good faith that it is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not no longer commercially reasonable to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change supply in writing, Zomedica will be responsible for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica excess of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically reduced amounts set forth in such table in light of its own supply demands for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect Bulk Product for its good faith expectation of demand human health program for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such ForecastEXPAREL®. [*Confidential Treatment has been requested as to certain portions of **] Certain information in this document. Each such portion, which document has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.]
Appears in 1 contract
Forecasts. Promptly after the Effective Date, or upon release of an Assay for a Cartridge, as applicable, Zomedica agrees to provide to Qorvo a good faith rolling 24-month forecast of Zomedica’s required quantities of the Products (by Assay type) (the “Forecast”). After delivery of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo Commencing no later than thirty (30) days after the achievement by ArthroCare of milestone one (1) in section 5.1(b), Collagen shall furnish ArthroCare a 6-month Forecast with estimated purchase dates and quantities of Licensed Products, and shall deliver an updated forecast on a rolling basis on the first day of each calendar quartermonth. The quantities of each type of Product forecasted to be ordered in the first [*] months of each Forecast will be binding Such forecasts shall include monthly delivery schedules. Based on the Partiesthen current Forecast, ArthroCare will maintain its production capability and adequate materials and labor to meet the forecasted monthly delivery schedule for Licensed Products. The quantities of each type of Product forecasted to be ordered ArthroCare shall release Licensed Products in months [*] of each Forecast will be binding accordance with the delivery schedule set forth on the Partiesthen current Forecast; provided, subject however, that: (a) Collagen may make changes to Zomedica’s right to increase or decrease the delivery schedule and the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding requested on the Parties, subject then current Forecast at any time up to Zomedica’s right * * * prior to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except a scheduled delivery; (b) in the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause)Collagen desires to increase the volume of any Licensed Products on an Order with less than * * * notice to ArthroCare, Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not ArthroCare shall use its best efforts to renew this Agreement according to Section 13.1 (Term), or supply such increased volume of Licensed Products; and (c) Qorvo proposes ArthroCare shall not be required to accept any Order for a material change Licensed Product to the extent that it is based on a forecast that shows an increase in the volume of Licensed Product pursuant ordered that exceeds * * * of the average volume of such Licensed Product ordered during the preceding * * * period; provided that (c) shall not apply to Section 7.6 (Product Changes) the three months following the Effective Date. Collagen may place additional, unforecasted Orders for Licensed Products subject to ArthroCare's acceptance, which acceptance shall not be unreasonably withheld. Such Forecasts shall create a firm commitment on Collagen to purchase and Zomedica disagrees with such change in writing, Zomedica will be responsible on ArthroCare to manufacture and supply Licensed Products according to the forecast for the cost upcoming two calendar months of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the such Forecast and are specifically shall be accompanied by an Order for use in connection with the Instruments and Cartridges to be supplied to Zomedicasuch purchases, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand but shall not create a binding obligation on Collagen or ArthroCare for the Instrument and each type remainder of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission6-month period.]
Appears in 1 contract
Samples: License and Distribution Agreement (Arthrocare Corp)
Forecasts. Promptly after (a) In addition to the notice provided in Section 2.2(b), within forty-five days following the Effective DateDate (the “Initial Forecast”) and on or before the first day of each Calendar Quarter thereafter, or upon release of an Assay for a Cartridge, as applicable, Zomedica agrees to Advancis will provide to Qorvo a good faith rolling 24-month forecast of Zomedica’s required quantities Lilly Advancis’ estimate of the Products total quantity of Product to be delivered for the following Calendar Quarter and the remaining Calendar Quarters of the Contract Period, broken down into calendar months (by Assay type) (the each a “Forecast”). After delivery For each of the initial Forecastfirst three (3) Calendar Quarters of the Initial Forecast (Q3’04, Zomedica Q4’04, Q1’05), (i) Advancis will update be obligated to purchase [***] of the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo no later than the first day of each calendar quarter. The quantities of each type of Product forecasted pursuant to purchase orders submitted by Advancis to Lilly, and (ii) Lilly will, be obligated to supply Advancis with quantity ordered in by Advancis unless the first quantity exceeds [***] months of the quantities of Product forecasted. Thereafter, for each Forecast remaining Calendar Quarter, Advancis will be binding on obligated to purchase [***] of the Parties. The quantities of each type of Product forecasted for such Calendar Quarter in the Forecast in which such Calendar Quarter was the third (3rd) Calendar Quarter of the Forecast, and [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Lilly will be obligated to be supply Advancis with quantity ordered in months by Advancis unless the quantity exceeds [***] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product Calendar Quarter in any subsequent update the Forecast in which such Calendar Quarter was the third (3rd) Calendar Quarter of the Forecast. SimilarlyExcept as otherwise set forth in this Section 4.2 or elsewhere in this Manufacturing Agreement, the quantities of each type of Product forecasted to Parties agree that the Forecasts will be ordered in months [*] of each Forecast for general planning purposes only, and will not be binding on the Parties, Lilly or Advancis. The provisions of this Section 4.2(a) are subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered maximum purchase obligations in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica will be responsible for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission4.1.]
Appears in 1 contract
Samples: Manufacturing Agreement (Advancis Pharmaceutical Corp)
Forecasts. Promptly after Following SII’s and/or [...***...]’s receipt of the Effective Datefirst Marketing Authorization in the Territory, or upon release of an Assay for a Cartridge, as applicable, Zomedica agrees to AKORN will provide to Qorvo SII, not less than thirty (30) days prior to the beginning of each calendar quarter during the term hereof, a good faith four (4) quarter rolling 24-month forecast of Zomedica’s required quantities of the Products (by Assay type) (the “Forecast”). After delivery ) estimating its quarterly requirements for purchases of Products for the initial Forecast, Zomedica will update the Forecast on a subsequent four (4) calendar quarterly basis and deliver quarter period beginning with such Forecast to Qorvo no later than the first day of each calendar quarter. The quantities of each type of Product forecasted Except with respect to be ordered in the first [*] months of each Forecast will be binding on the Parties. The quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product in any subsequent update quarter of the Forecast. Similarly, which shall be binding and not subject to cancellation or change (except as provided in the next sentence), the quantities of each type of Product forecasted Forecast is non-binding and is submitted solely to assist SII in ensuring that it has adequate raw materials, capacity and supplies to meet purchase orders that may be ordered in months [*] of each Forecast will be binding on the Parties, subject issued pursuant to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The remaining months [*] With respect to the first two (2) quarters of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica will be responsible for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which * CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission. *Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4), 200.83 and 240.24b-2 each Forecast, AKORN shall not increase by more than ten percent (10%) or decrease by more than five percent (5%) estimated Product ordered in any quarter of the Forecast from the amount set forth in the prior Forecast, provided that if AKORN requires additional Product beyond the forecasted amount, AKORN may request the same from SII and SII will use its commercially reasonable efforts, in light of its other supply commitments, to supply the additional Product to AKORN. AKORN shall issue a new Forecast not less than thirty (30) days prior to the first business day of each calendar quarter beginning six (6) months prior to the estimated date of receipt of the first Marketing Authorization in each country in the Territory. Unless SII notifies AKORN in writing within fifteen (15) calendar days after receipt of a Forecast that it will not be able to supply the amount of Products specified in the first quarter of such Forecast, SII shall be obligated to provide the quantity of Products consistent with the first quarter of such Forecast upon receipt of AKORN’s purchase orders.]
Appears in 1 contract
Samples: Development and Exclusive Distribution Agreement (Akorn Inc)
Forecasts. Promptly after Not less than [**]days prior to the Effective anticipated initial launch date of the Licensed Product, and on the [**] day prior to the first Business Day of each Contract Quarter occurring during the Term thereafter (each, a “Forecast Delivery Date”), or upon release of an Assay for Aratana shall provide to Pacira a Cartridgerolling forecast in the format attached hereto as Appendix II, as applicable, Zomedica agrees such format may be reasonably modified from time to provide to Qorvo time by Pacira (a good faith rolling 24-month forecast of Zomedica’s required quantities of the Products (by Assay type) (the “Rolling Forecast”). After delivery , of estimated quantities and anticipated Product Delivery Dates of units of Bulk Product in each case, for each month of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver [**] successive Contract Quarters following such Forecast Delivery Date (without regard to Qorvo no later than potential expiration or termination of this Agreement). Absent earlier expiration or termination of this Agreement, the first day of each calendar quarter. The quantities of each type of Product forecasted to be ordered in forecast for the first [**] months in each Rolling Forecast shall constitute a binding commitment by Aratana to place additional Purchase Orders pursuant to Section 3.2 that, when taken together with any Purchase Orders submitted up to such date by Aratana with respect to such period, shall be consistent with such Rolling Forecast, but in no event represent less than [**] percent ([**]%) of each the amount of Bulk Product specified in such Rolling Forecast. Unless otherwise agreed by Pacira, the forecast with respect to any Contract Quarter in the Rolling Forecast will be binding on shall not exceed [**] percent ([**]%) of the Parties. The forecast for the immediately preceding Contract Quarter in such Rolling Forecast and Pacira agrees to supply to Aratana at least the following quantities of each type Bulk Product specified in the binding portion of such Rolling Forecast as provided in Sections 3.2(b) and 4.1: Applicable Quarter after initial launch of the Licensed Product forecasted by Aratana Committed Quantity of Bulk Product to be ordered in months supplied by Pacira 1st Contract Quarter [**] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months % 2nd Contract Quarter [**] by an aggregate total % 3rd Contract Quarter [**] % 4th Contract Quarter [**] % 5th Contract Quarter [**] % 6th Contract Quarter [**] % 7th Contract Quarter and thereafter [**] % Notwithstanding the foregoing, Pacira shall only be entitled to supply less than [**]% of no more than 20% per type the amount of Bulk Product from specified in the previously forecasted binding portion of a Rolling Forecast (or such lesser amount as may be specified in the applicable Purchase Order for such Product period in any subsequent update of accordance with this Section 3.1) pursuant to the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except table above in the event that (a) this Agreement it determines in good faith that it is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not no longer commercially reasonable to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change supply in writing, Zomedica will be responsible for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica excess of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically reduced amounts set forth in such table in light of its own supply demands for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect Bulk Product for its good faith expectation of demand human health program for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange CommissionEXPAREL®.]
Appears in 1 contract
Forecasts. Promptly after On the Effective Date, Buyer shall provide Seller with a written good faith forecast estimating Buyer’s monthly requirements for Supplied Product (in multiples of Seller’s Minimum Batch Quantities) during the then-current calendar month and each of the succeeding 24 calendar months thereafter. Thereafter, not later than 30 days prior to the commencement of each subsequent calendar quarter during the Term, Buyer shall provide Seller with a rolling 24-calendar month forecast for the Supplied Product that covers the succeeding 24-calendar month period (or upon release the period until the expiration of an Assay for a Cartridgethe Term, as applicable, Zomedica agrees if shorter), with the forecast for all 24 months to provide to Qorvo be provided on a good faith rolling monthly basis and further broken down by type of Supplied Product (including relevant NDC) and number of units of each type of Supplied Product (each such 24-calendar month forecast of Zomedica’s required quantities of the Products (by Assay type) (the forecast, a “Forecast”). After delivery Each Forecast (and ultimate Purchase Order) shall not exceed the upper or lower quantities by more than the following: (a) for the first through sixth months of the initial applicable Forecast (and ultimate Purchase Orders), +/- 0%; (b) for the seventh through ninth months of the applicable Forecast, Zomedica will update : +/[REDACTED]; and (c) for the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo no later than 10th through 24th months of the first day of each calendar quarterapplicable Forecast: +/[REDACTED]. The quantities of each type of Product forecasted to be ordered +/- [REDACTED] deviation allowance for the seventh through ninth month Forecast and the +/- [REDACTED] deviation allowance for the 10th through 24th month Forecast shall set out the ultimate limit for changes in the subsequent Forecasts and Purchase Orders. The first [*] six calendar months of each Forecast will shall be a “Firm Forecast” and shall represent a binding commitment of Buyer to purchase the quantities and types of Supplied Product included therein. Otherwise, except as set forth in Section 2.3.1 and Section 2.3.2 with respect to Purchase Orders and Firm Forecasts, a Forecast shall not be binding on the Parties. The quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica will be responsible for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commissioneither Party.]
Appears in 1 contract
Forecasts. Promptly after NICE shall give Contractor a written forecast of the Products, by type, quantity and expected Due Date (the "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 Forecast may be updated by NICE on a weekly basis, or upon release of an Assay for more frequently (at NICE' discretion). A Forecast will not be deemed to constitute a Cartridgebinding purchase order with respect to Products (as opposed to components and sub-assemblies, as applicableset forth in Sections 3.4, Zomedica agrees to provide to Qorvo a good faith rolling 24-month forecast 16 and 17.5 of Zomedica’s required this Agreement). Contractor will manufacture the quantities of Products only according to specific orders and the Products (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 provisions of this Agreement. Liability reports will be submitted by Assay type) (Contractor on the “Forecast”). After delivery of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo no later than the first day 1st of each calendar quarter. The quantities of each type of Product forecasted month and will need to be ordered approved by NICE. It is clarified for the avoidance of doubt, that in any event, any and all purchase obligations of NICE with respect to Products (as opposed to components and sub-assemblies) are limited in any given time during the term of this Agreement, to the PO's only. Contractor (with NICE' participation) will implement, at its own expense, a full process of 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. This process will help to determine the Sub Assembly Lead Time and the Production Lead Time. It is clarified that any change in the first [*] months of each Forecast will be binding on the Parties. The quantities of each type of Product forecasted to be ordered Production Lead Time detailed in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of this Agreement shall require NICE' prior written approval; any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except change in the event that (a) Sub Assembly Lead Time detailed in this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes as a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica will be responsible result of which the maximum Sub Assembly Lead Time for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedicarelevant sub-assembly exceeds 30 Days, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commissionshall require NICE' prior written approval.]
Appears in 1 contract
Samples: Manufacturing Outsourcing Agreement (Nice Systems LTD)
Forecasts. Promptly after the Effective DateDistributor shall deliver to Lucira sequential, or upon release of an Assay for a Cartridgewritten, as applicable, Zomedica agrees to provide to Qorvo a good faith rolling 24-month forecast of Zomedica’s required quantities forecasts of the Products quantity of Product that Distributor expects to order for each of the coming twelve (by Assay type12) calendar months (the each, a “Rolling Forecast”). After delivery of , see Exhibit E. Distributor shall deliver the initial Forecast, Zomedica will update Rolling Forecast (for the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo no months from January 2022 through December 2022) not later than [****]. Thereafter, and throughout the first day term of this Agreement, Distributor shall deliver to Lucira a new Rolling Forecast [****] prior to the expiry of each calendar quarterBinding Order Period (as defined below), in which such new Rolling Forecast covers the six (6) month period following the then current Binding Order Period. Each new Rolling Forecast shall supersede the previous one. The quantities of each type of Product forecasted to be ordered in the first [*] twelve (12) calendar months of each Rolling Forecast are referred to as the “Binding Order Period”. Not less than [****] prior to the end of each [****], Distributor shall deliver to Lucira a Purchase Order(s) ordering at least (but not less than) the quantity of Product applicable to the following calendar month as set forth in the Rolling Forecast (“Monthly Forecast Required Order”). In any case, Distributor guarantees and commits to submit Purchase Order(s) for, and to purchase, the total, aggregate quantity of Product set forth in the Binding Order Period. Lucira guarantees and commits to manufacture and deliver the quantity of Product set forth in the Binding Order Period upon receipt of the applicable Purchase Order(s). So long as Distributor is in compliance with all its obligations, and the terms and conditions, under this Agreement, Lucira will be binding make commercially reasonable efforts to fill Distributor’s orders in each month of the Binding Order Period, and upon request will [****]. If Lucira fails to fulfill the quantity of Product set forth in any part of the Binding Order Period for which Distributor submits a Purchase Order(s), then (i) commencing on the Parties. The quantities date of each type such failure, Distributor shall not be required to submit a Purchase Order(s) for the quantity of Product forecasted set forth in the remaining part of the Binding Order Period (but shall remain obligated to be ordered in months pay for any Product already delivered), and (ii) [****] of each unfulfilled Purchase Order. If Distributor (i) fails to deliver any applicable Monthly Forecast will be binding on Required Order or (ii) fails to deliver a Purchase Order(s) with respect to the Partiestotal, subject to Zomedica’s right to increase or decrease the quantities of any type aggregate quantity of Product forecasted set forth in the Binding Order Period (each a “Binding Order Breach”), then Distributor shall be liable to be ordered Lucira in such months an amount equal to [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [***] of each Forecast will be binding on the Parties, subject total price applicable to Zomedica’s right to increase or decrease the quantities of any type amount of Product forecasted to be ordered set forth in such the two (2) months [*] by an aggregate total of no more than 50% per type of Product from following the previously forecasted amount for such Product Binding Order Breach as set forth in any subsequent update of the Rolling Forecast. The remaining months [*] Distributor and Lucira acknowledge and agree that the harm caused by any Binding Order Breach by Distributor is difficult to estimate (or is incapable of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changesestimation) and Zomedica disagrees with such change in writing, Zomedica will be responsible for that the cost amount of any quantities damages provided above is a reasonable forecast of Sensor Modules that are not consumed in connection with the supply just compensation to Zomedica of the Instrument Lucira (and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecastsa penalty). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.]
Appears in 1 contract
Forecasts. Promptly The Lilly Initial Forecast, prepared in good faith by Xxxxx based on Xxxxx’x then-current historical demand and estimated future demand for the Product in the Supply Territory, is set forth in Exhibit D (Lilly Initial Forecast) hereto, as may be updated by Xxxxx prior to or on the Closing Date and, after the Effective Closing Date, or upon release may be modified by mutual agreement of an Assay for the Project Leaders in writing (including by electronic transmission such as email) in accordance with Section 7.13. After the Closing Date and during the Term on a Cartridge[***] basis, as applicable, Zomedica agrees to Buyer shall provide to Qorvo Lilly a good faith rolling 24-month [***]-month, written forecast of Zomedicafor Buyer’s required quantities purchase requirements of the Products Product under this Agreement (by Assay type) (such forecast and the Lilly Initial Forecast, each a “Forecast”). After delivery of , subject to the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis Lead Time and deliver such Forecast to Qorvo no later than the first day of each calendar quarterMinimum Order Quantity. The quantities of each type of Product forecasted to be ordered in the first [***] months of each Forecast (for clarity, including the Lilly Initial Forecast which constitutes the first Forecast under this Agreement) will be binding on Buyer and Lilly for purposes of supplying the Parties. The quantities Product under this Agreement and subject to Section 2.8 of the Transition Services Agreement, supplying the Lilly Sold Product thereunder (for clarity, not binding with respect to any of the services that Xxxxx may provide under the Transition Services Agreement with respect to Xxxxx’x sale of the Product to customers), in each type of Product forecasted case, on a country-by-country, month-by-month and SKU-by-SKU basis (“Binding Forecast”); provided that, with respect to be ordered in months [*] the non-binding portion of each Forecast will be binding on (for clarity, including the PartiesLilly Initial Forecast), subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product Buyer shall not, in any subsequent update of Forecast, change the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be non-binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in estimate for such months [*] month by an aggregate total of no more than 50% per type of Product the Excess Percentage from the previously forecasted amount for corresponding initial estimate when such Product in month first appeared on any subsequent update of the Forecast. The remaining months [*] Lilly Initial Forecast is a good faith estimate and shall not be used by Buyer to allege that Xxxxx has failed to fulfill its obligations hereunder or under the Transition Services Agreement with respect to sales of any the Product to customers. For avoidance of doubt, the Forecast includes Product that will be non-binding sold by Lilly or its Affiliates under the Transition Services Agreement and Product that will be sold by or on behalf of Buyer outside of the Parties. Qorvo Transition Services Agreement, and the available Product will establish an inventory of Sensor Modules based on each Forecast. Except in the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination be allocated for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product such purposes pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica will be responsible for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed mutual agreement by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.]
Appears in 1 contract
Samples: Manufacturing Services Agreement (Amphastar Pharmaceuticals, Inc.)
Forecasts. Promptly after the Effective Date, or upon release of an Assay for a Cartridge, as applicable, Zomedica agrees and thereafter at --------- least ten (10) days prior to provide to Qorvo a good faith rolling 24-month forecast of Zomedica’s required quantities of the Products (by Assay type) (the “Forecast”). After delivery of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo no later than the first day of each succeeding calendar quartermonth during the Term, Xxxxxx shall submit to Gensia Sicor a written rolling forecast (a "Twelve Month Forecast") estimating by month Xxxxxx'x purchase requirements for the Products, by NDC, for the following twelve (12)-month period. The quantities of each type of Product forecasted to be ordered in the first [*] first, second and third months of a Twelve Month Forecast represent a firm order (a "Three Month Firm Order") for the Products and shall be accompanied by a purchase order. Upon receipt of a new Twelve Month Forecast, the fourth month of the prior Twelve Month Forecast shall become a firm order as the third month of the current Twelve Month Forecast. Xxxxxx shall be obligated to purchase at least *** percent (***%) of the Twelve Month Forecast. Gensia Sicor shall not be obligated to supply for each Forecast will of the three months following any Three Month Firm Order more than *** percent (***%) of the quantity forecasted for each of such months. Such rolling twelve (12) month forecasts shall be used by the Parties for planning purposes and shall not be binding on Xxxxxx, except as set forth in this Section 10.1. At each time the Parties. The quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on Base Sales Level for the Partiesfollowing year is established, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the event that (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing7.2 hereof, Zomedica will be responsible Xxxxxx shall submit a new Twelve Month Forecast for the cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand following year for the Instrument and each type same number of Cartridge and Zomedica will act in a commercially reasonable manner units used to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within calculate such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (Forecasts), then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been requested as to certain portions of this document. Each such portionBase Sales Level, which has been omitted herein shall be subject to the restrictions described in the preceding sentences. Xxxxxx shall provide Gensia Sicor with a five (5) year strategic forecast for the Products on an annual basis at the same time it provides the five (5) year business plan provided pursuant to Section 2.4 hereof. Unless otherwise specified in writing by Gensia Sicor to Xxxxxx, all forecasts shall be sent by Xxxxxx to the following address: ______________________ *** Redacted and replaced with an asterisk [*], has been filed separately Filed Separately with the Securities and Exchange Commission.]
Appears in 1 contract
Samples: Sales and Distribution Agreement (Gensia Sicor Inc)