Common use of Orders; Forecasts Clause in Contracts

Orders; Forecasts. Within sixty days following the Effective Date, Baxter and XOMA US shall agree upon a firm order for the amount of Product and Bulk Product (specifying which) to be delivered during the calendar quarter ending June 30, 2000 and a quarter-by-quarter demand forecast for the year ending June 30, 2001. No later than ninety days prior to the beginning of each subsequent calendar quarter Xxxxxx shall provide XOMA US with 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 calendar quarters immediately thereafter; provided, that (a) if the total of 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 estimate for such quarter, Baxter shall be required to purchase at least [*] of the estimate, (b) if the total of Xxxxxx'x firm order for delivery in any calendar quarter (including any excess quantities carried forward from preceding quarters) exceeds [*] of its most recent estimate for such quarter, XOMA US shall have no obligation to deliver until the following quarter quantities in excess of [*] of the estimate, and (c) in any such revised forecast, the estimate therein for the first, second and third calendar quarters immediately following the calendar quarter for which a firm order is then provided shall not vary by more than [*] 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 its manufacturing capacity 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 Baxter within each such quarter after the receipt of such purchase order from Xxxxxx. Title to the Product or Bulk Product, as applicable, shall pass to Baxter upon receipt by Xxxxxx at such facility. XOMA US shall use commercially reasonable efforts to build inventory in anticipation of purchase orders, consistent with Xxxxxx'x forecast.

Orders; Forecasts. Within sixty (60) days following the Effective Datecompletion of the first Phase III Study relating to a particular Product, Baxter Alexion 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 ending June 30, 2000 immediately following the quarter in which such agreement is reached and (ii) a quarter-by-quarter demand forecast for the year ending June 30, 2001following three (3) quarters. No later than ninety (90) days prior to the beginning of each subsequent calendar quarter Xxxxxx quarter, Alexion shall provide XOMA US with Xxxxxx'x Alexion `s 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 calendar (3) quarters immediately thereafter; provided, that (ai) if the total of Xxxxxx'x Alexion's 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, Baxter Alexion shall be required to purchase at least [*] of the estimateestimate for such quarter, (bii) if the total of Xxxxxx'x Alexion's 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 US shall use commercially reasonable efforts, but shall have no obligation obligation, to deliver until the following quarter quantities in excess of [*] of the estimateestimate for such quarter, and (ciii) in any such revised forecast, the estimate therein for the first, first and second and 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 its the quarterly 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 Baxter Alexion within each such quarter after the receipt of such purchase order from XxxxxxAlexion. Title to the Product or Bulk Product, as applicable, shall pass to Baxter Alexion upon receipt by Xxxxxx Alexion at such facility. XOMA US shall use commercially reasonable efforts to build inventory in anticipation of purchase orders, consistent with Xxxxxx'x Alexion's forecast.

Orders; Forecasts. Within sixty (60) days following the Effective Datecompletion of the first Phase III Study relating to a particular Product, Baxter Alexion 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 ending June 30, 2000 immediately following the quarter in which such agreement is reached and (ii) a quarter-by-quarter demand forecast for the year ending June 30, 2001following three (3) quarters. No later than ninety (90) days prior to the beginning of each subsequent calendar quarter Xxxxxx quarter, Alexion shall provide XOMA US with Xxxxxx'x Alexion ‘s 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 calendar (3) quarters immediately thereafter; provided, that (ai) if the total of Xxxxxx'x Alexion’s 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, Baxter Alexion shall be required to purchase at least [*] of the estimateestimate for such quarter, (bii) if the total of Xxxxxx'x Alexion’s 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 US shall use commercially reasonable efforts, but shall have no obligation obligation, to deliver until the following quarter quantities in excess of [*] of the estimateestimate for such quarter, and (ciii) in any such revised forecast, the estimate therein for the first, first and second and 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 its the quarterly 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 Baxter Alexion within each such quarter after the receipt of such purchase order from XxxxxxAlexion. Title to the Product or Bulk Product, as applicable, shall pass to Baxter Alexion upon receipt by Xxxxxx Alexion at such facility. XOMA US shall use commercially reasonable efforts to build inventory in anticipation of purchase orders, consistent with Xxxxxx'x Alexion’s forecast.

Orders; Forecasts. Within sixty (60) days following the Effective Datecompletion of the first Phase III Study relating to a particular Product, Baxter Alexion 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 ending June 30, 2000 immediately following the quarter in which such agreement is reached and (ii) a quarter-by-quarter demand forecast for the year ending June 30, 2001following three (3) quarters. No later than ninety (90) days prior to the beginning of each subsequent calendar quarter Xxxxxx quarter, Alexion shall provide XOMA US with Xxxxxx'x Alexion `s 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 calendar (3) quarters immediately thereafter; provided, that (ai) if the total of Xxxxxx'x Alexion's 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, Baxter Alexion shall be required to purchase at least [*] of the estimateestimate for such quarter, (bii) if the total of Xxxxxx'x Alexion's 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 US shall use commercially reasonable efforts, but shall have no obligation obligation, to deliver until the following quarter quantities in excess of [*] of the estimateestimate for such quarter, and (ciii) in any such revised forecast, the estimate therein for the first, first and second and 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 its the quarterly 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 Baxter Alexion within each such quarter after the receipt of such purchase order from XxxxxxAlexion. Title to the Product or Bulk Product, as applicable, shall pass to Baxter Alexion upon receipt re- ceipt by Xxxxxx Alexion at such facility. XOMA US shall use commercially reasonable efforts to build inventory in anticipation of purchase orders, consistent with Xxxxxx'x Alexion's forecast.