Initial Purchase Order; Launch Quantities Clause Samples
Initial Purchase Order; Launch Quantities. Within 5 days following receipt of a Non-At-Risk Launch Notice by Purchaser or delivery to Seller of Purchaser’s notice that it will engage in an At-Risk Launch, Purchaser shall deliver to Seller an initial binding order (the “Initial Purchase Order”) for the quantity of Product required for Purchaser’s commercial launch of the Product consistent with Purchaser’s then current Forecast; provided that, such quantity shall not exceed (without the prior written consent of Seller, which may be withheld in its sole discretion) [***] units of Product if the First Commercial Sale occurs in calendar year 2005 or [***] of the then existing Maximum Annual Product Units if the First Commercial Sale occurs in any calendar year after 2005 (the “Launch Quantities”). Subject to the terms of this Agreement, Seller shall use Commercially Reasonable Efforts to supply the Product to Purchaser in the Launch Quantities by no later than the delivery dates indicated in the Initial Purchase Order, which delivery dates shall be no sooner than 90 days after the date of the Initial Purchase Order unless Seller consents thereto. Seller shall thereafter use Commercially Reasonable Efforts to supply to Purchaser such additional quantities of the Product as ordered by Purchaser hereunder pursuant to Section 5.3.
Initial Purchase Order; Launch Quantities. Within ten (10) days of the Amendment Date, Purchaser shall deliver to Seller an initial binding order (the “Initial Purchase Order”) for [***] units of Product (the “Launch Quantities”) required for Purchaser’s commercial launch of the Product consistent with Purchaser’s then current Forecast. Subject to the terms of this Agreement, Seller shall supply the Launch Quantities to Purchaser within [***] days of Seller’s receipt of final FDA approval of the Product ANDA. Seller shall thereafter use Commercially Reasonable Efforts to supply Purchaser such additional quantities of the Product as ordered by Purchaser hereunder pursuant to Section 5.3. All Launch Quantities shall have at least [***] of expiry dating remaining on such Products at the time of delivery to Purchaser. In order to ensure adequate inventory to timely deliver Purchaser’s anticipated needs for Launch Quantities, upon receipt of the Initial Purchase Order Seller shall promptly commence manufacture of [***] units of Product in such dosage strengths as requested by Purchaser (the “New Manufactured Lots”). Seller shall promptly notify Purchaser when it commences manufacture of the New Manufactured Lots and provide Purchaser with the lot numbers for all units of Product in the New Manufactured Lots. If, prior to delivery to Purchaser, a portion of the New Manufactured Lots possess less than [***] of expiry dating remaining on such Products, Purchaser shall reimburse Seller [***] for each unit of Product in the New Manufactured Lots that possess less than [***] of expiry dating.” Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.