Common use of Orders; Forecasts Clause in Contracts

Orders; Forecasts. Within sixty (60) days following the completion of the first Phase III Study relating to a particular Product, Alexion and XOMA shall agree upon (i) a firm order for the amount of such Product to be delivered during the calendar quarter immediately following the quarter in which such agreement is reached and (ii) a quarter-by-quarter demand forecast for the following three (3) quarters. No later than ninety (90) days prior to the beginning of each subsequent quarter, Alexion shall provide XOMA with Alexion ‘s firm order for the amount of Product to be delivered during such quarter and its revised quarter-by-quarter forecast for the amount of Product it will desire for delivery in each of the three (3) quarters immediately thereafter; provided, that (i) if the total of Alexion’s firm orders for delivery in any quarter is less than [*] of its most recent quarterly estimate for such quarter, Alexion shall be required to purchase at least [*] of the estimate for such quarter, (ii) if the total of Alexion’s firm order for delivery in any quarter exceeds [*] of its most recent quarterly estimate for such quarter, XOMA shall use commercially reasonable efforts, but shall have no obligation, to deliver quantities in excess of [*] of the estimate for such quarter, and (iii) in any such revised forecast, the estimate therein for the first and second quarters immediately following the quarter for which a firm order is then provided shall not vary by more than [*], respectively, from the most recent estimate for such quarter; provided, further, that in no event shall XOMA be required to deliver in excess of [*] of the quarterly manufacturing capacity of [*] in any quarter. XOMA shall ship Product in unlabeled vials to a facility or facilities designated by Alexion within each such quarter after the receipt of such purchase order from Alexion. Title to the Product shall pass to Alexion upon receipt by Alexion at such facility. XOMA shall use commercially reasonable efforts to build inventory in anticipation of purchase orders, consistent with Alexion’s forecast.

Orders; Forecasts. Within sixty (60) days following the completion of the first Phase III Study relating to a particular ProductEffective Date, Alexion Baxter and XOMA US shall agree upon (i) a firm order for the amount of such Product and Bulk Product (specifying which) to be delivered during the calendar quarter immediately following the quarter in which such agreement is reached ending June 30, 2000 and (ii) a quarter-by-quarter demand forecast for the following three (3) quartersyear ending June 30, 2001. No later than ninety (90) days prior to the beginning of each subsequent quarter, Alexion calendar quarter Xxxxxx shall provide XOMA US with Alexion ‘s Xxxxxx'x firm order for the amount of Product and Bulk Product (specifying which) to be delivered during such calendar quarter and its revised quarter-by-quarter forecast for the amount of Product and Bulk Product (specifying which) it will desire for delivery in each of the three (3) calendar quarters immediately thereafter; provided, that (ia) if the total of Alexion’s Xxxxxx'x firm orders for delivery in any calendar quarter (including any excess quantities carried forward from preceding quarters) is less than [*] of its most recent quarterly estimate for such quarter, Alexion Baxter shall be required to purchase at least [*] of the estimate for such quarterestimate, (iib) if the total of Alexion’s Xxxxxx'x firm order for delivery in any calendar quarter (including any excess quantities carried forward from preceding quarters) exceeds [*] of its most recent quarterly estimate for such quarter, XOMA shall use commercially reasonable efforts, but US shall have no obligation, obligation to deliver until the following quarter quantities in excess of [*] of the estimate for such quarterestimate, and (iiic) in any such revised forecast, the estimate therein for the first first, second and second third calendar quarters immediately following the calendar quarter for which a firm order is then provided shall not vary by more than [*], respectively, ] from the most recent estimate for such quarter; provided, further, that in no event shall XOMA US be required to deliver in excess of [*] 100% of the quarterly its manufacturing capacity of [*] in any calendar quarter. XOMA US shall ship Product in unlabeled vials or, if requested by Baxter, Bulk Product, to a facility or facilities designated by Alexion Baxter within each such quarter after the receipt of such purchase order from AlexionXxxxxx. Title to the Product or Bulk Product, as applicable, shall pass to Alexion Baxter upon receipt by Alexion Xxxxxx at such facility. XOMA US shall use commercially reasonable efforts to build inventory in anticipation of purchase orders, consistent with Alexion’s Xxxxxx'x forecast.

Orders; Forecasts. Within sixty (60) days following the completion of the first Phase III Study relating to a particular Product, Alexion and XOMA shall agree upon (i) a firm order for the amount of such Product to be delivered during the calendar quarter immediately following the quarter in which such agreement is reached and (ii) a quarter-by-quarter demand forecast for the following three (3) quarters. No later than ninety (90) days prior to the beginning of each subsequent quarter, Alexion shall provide XOMA with Alexion ‘s `s firm order for the amount of Product to be delivered during such quarter and its revised quarter-by-quarter forecast for the amount of Product it will desire for delivery in each of the three (3) quarters immediately thereafter; provided, that (i) if the total of Alexion’s 's firm orders for delivery in any quarter is less than [*] of its most recent quarterly estimate for such quarter, Alexion shall be required to purchase at least [*] of the estimate for such quarter, (ii) if the total of Alexion’s 's firm order for delivery in any quarter exceeds [*] of its most recent quarterly estimate for such quarter, XOMA shall use commercially reasonable efforts, but shall have no obligation, to deliver quantities in excess of [*] of the estimate for such quarter, and (iii) in any such revised forecast, the estimate therein for the first and second quarters immediately following the quarter for which a firm order is then provided shall not vary by more than [*], respectively, from the most recent estimate for such quarter; provided, further, that in no event shall XOMA be required to deliver in excess of [*] of the quarterly manufacturing capacity of [*] in any quarter. XOMA shall ship Product in unlabeled vials to a facility or facilities designated by Alexion within each such quarter after the receipt of such purchase order from Alexion. Title to the Product shall pass to Alexion upon receipt by Alexion at such facility. XOMA shall use commercially reasonable efforts to build inventory in anticipation of purchase orders, consistent with Alexion’s 's forecast.

Orders; Forecasts. Within sixty (60) days following the completion of the first Phase III Study relating to a particular Product, Alexion and XOMA shall agree upon (i) a firm order for the amount of such Product to be delivered during the calendar quarter immediately following the quarter in which such agreement is reached and (ii) a quarter-by-quarter demand forecast for the following three (3) quarters. No later than ninety (90) days prior to the beginning of each subsequent quarter, Alexion shall provide XOMA with Alexion ‘s `s firm order for the amount of Product to be delivered during such quarter and its revised quarter-by-quarter forecast for the amount of Product it will desire for delivery in each of the three (3) quarters immediately thereafter; provided, that (i) if the total of Alexion’s 's firm orders for delivery in any quarter is less than [*] of its most recent quarterly estimate for such quarter, Alexion shall be required to purchase at least [*] of the estimate for such quarter, (ii) if the total of Alexion’s 's firm order for delivery in any quarter exceeds [*] of its most recent quarterly estimate for such quarter, XOMA shall use commercially reasonable efforts, but shall have no obligation, to deliver quantities in excess of [*] of the estimate for such quarter, and (iii) in any such revised forecast, the estimate therein for the first and second quarters immediately following the quarter for which a firm order is then provided shall not vary by more than [*], respectively, from the most recent estimate for such quarter; provided, further, that in no event shall XOMA be required to deliver in excess of [*] of the quarterly manufacturing capacity of [*] in any quarter. XOMA shall ship Product in unlabeled vials to a facility or facilities designated by Alexion within each such quarter after the receipt of such purchase order from Alexion. Title to the Product shall pass to Alexion upon receipt re- ceipt by Alexion at such facility. XOMA shall use commercially reasonable efforts to build inventory in anticipation of purchase orders, consistent with Alexion’s 's forecast.