Common use of Rolling Forecast Clause in Contracts

Rolling Forecast. (i) On or before the fifteenth (15th) calendar day of each month during the Term (as defined in Section 6.1 herein), Buyer shall provide Seller with an updated eighteen (18) month forecast of the Products to be manufactured and supplied (each a “Forecast”) for the eighteen (18) month period beginning on the first day of the following calendar month. The first two months of each Forecast will restate the balance of the Firm Order period of the prior Forecast, and the first three (3) months of the Forecast shall constitute the new Firm Order period for which Buyer is obligated to purchase and take delivery of the forecasted Product, and the supply required for the last month of such new Firm Order period shall not be more than one (1) full Standard Manufacturing Batch from the quantity specified for such month in the previous Forecast (or Initial Forecast, as the case may be). Except as provided in Section 2.2(a), Purchase Orders setting forth Buyer’s monthly Product requirements will be issued for the last month of each Firm Order period no later than the fifteenth calendar day of the first month of each Firm Order period, and such Purchase Order will be in agreement with the Firm Order period of the Forecast. If a Purchase Order for any month is not submitted by such deadline, Buyer shall be deemed to have submitted a Purchase Order for such month for the amount of Product set forth in Buyer’s Forecast for such month. (ii) The remainder of the Forecast shall set forth Buyer’s best estimate of its Product production and supply requirements for the remainder of the Forecast period. Each portion of such Forecast that is not deemed to be a Firm Order shall not be deemed to create a binding obligation on Buyer to purchase and take delivery of Products nor a binding obligation of Seller to deliver Products, except as otherwise provided in Section 2.2(f). (iii) Forecast and Purchase Orders shall be in full Standard Manufacturing Batches. If a Product has multiple SKUs, then the composite of the forecasted SKU must equate to the Standard Manufacturing Batch. One Purchase Order shall be issued for each full Standard Manufacturing Batch of Product and contain the required information set forth in Section 2.2(e) hereof.

Rolling Forecast. (i) On or before Prior to the fifteenth (15th) calendar day of each month during the Term (as defined in Section 6.1 herein)Effective Date, Buyer shall provide Seller with an updated eighteen (18) month forecast of the Products to be manufactured and supplied (each a “Forecast”) for the eighteen (18) month period beginning on the first day of each calendar month thereafter, Orchid shall provide to Hospira a good faith estimated rolling forecast of the following calendar monthquantity of Products that Orchid expects to order for the coming twelve (12) month period of time (each, a “Rolling Forecast”). The first two months of each Forecast will restate the balance of the Firm Order period of the prior Forecast, and the first three (3) months of the each Rolling Forecast shall constitute be considered a binding commitment upon Orchid to issue purchase orders for the new Firm Order period for which Buyer is obligated to purchase and take delivery of the forecasted Productquantities described therein (each a “Firm Order”), and a binding commitment upon Hospira to produce and deliver such quantities on the supply delivery dates described therein, which delivery dates shall require a lead time of at least sixty (60) days (or such longer period of time if required for by the last month particular Product’s campaign length (in days), as specified on Schedule 1(a) and Schedule 1(b). The second three (3) months of such new Firm Order period each Rolling Forecast shall not be entitled to vary when converted into a Firm Order in the immediately subsequent Rolling Forecast by more than one plus or minus twenty-five percent (25%) of such forecast quantities. The last six (6) months of each Rolling Forecast shall be Orchid’s good faith estimate, but shall be non-binding upon the Parties. Orchid shall be required to forecast and order all requirements for Product in multiples of the minimum batch size for each Product set forth on Schedule 1(a) and Schedule 1(b) and not to exceed Hospira’s maximum capacity as set forth on Schedule 1(a) and Schedule 1(b). Hospira shall notify Orchid as soon as possible, but in any event within ten (10) days of the receipt of a forecast if Hospira will be unable to deliver the Products in accordance with such forecast. Hospira’s providing of such notification shall not be interpreted in any manner as relieving Hospira of its obligations under this Agreement, nor shall it prevent Orchid from pursuing any and all rights and remedies Hospira may have based on Hospira’s failure to be able to deliver the [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. Products in accordance with the terms of this Agreement. If Orchid provides a purchase order to Hospira, and any purchase order includes an Excess Demand, then (1) full Standard Manufacturing Batch from Hospira shall supply the quantity specified for such month in the previous Forecast (or Initial Forecast, as the case may be). Except as provided in Section 2.2(a), Purchase Orders setting forth Buyer’s monthly of Product requirements will be issued for the last month of each Firm Order period no later than the fifteenth calendar day of the first month of each Firm Order periodwhich does not constitute an Excess Demand to Orchid, and such Purchase Order will be in agreement with (2) Hospira shall use commercially reasonable efforts to supply the Firm Order period of the Forecast. If a Purchase Order for any month is not submitted by such deadline, Buyer shall be deemed to have submitted a Purchase Order for such month for the amount Excess Demand quantities of Product set forth requested by Orchid in Buyer’s Forecast for such monthits purchase orders as soon as commercially possible. (ii) The remainder of the Forecast shall set forth Buyer’s best estimate of its Product production and supply requirements for the remainder of the Forecast period. Each portion of such Forecast that is not deemed to be a Firm Order shall not be deemed to create a binding obligation on Buyer to purchase and take delivery of Products nor a binding obligation of Seller to deliver Products, except as otherwise provided in Section 2.2(f). (iii) Forecast and Purchase Orders shall be in full Standard Manufacturing Batches. If a Product has multiple SKUs, then the composite of the forecasted SKU must equate to the Standard Manufacturing Batch. One Purchase Order shall be issued for each full Standard Manufacturing Batch of Product and contain the required information set forth in Section 2.2(e) hereof.

Rolling Forecast. (i) On or before Prior to the fifteenth (15th) calendar day of each month during the Term (as defined in Section 6.1 herein)Effective Date, Buyer shall provide Seller with an updated eighteen (18) month forecast of the Products to be manufactured and supplied (each a “Forecast”) for the eighteen (18) month period beginning on the first day of each calendar month thereafter, Orchid shall provide to Hospira a good faith estimated rolling forecast of the following calendar monthquantity of Products that Orchid expects to order for the coming twelve (12) month period of time (each, a “Rolling Forecast”). The first two months of each Forecast will restate the balance of the Firm Order period of the prior Forecast, and the first three (3) months of the each Rolling Forecast shall constitute be considered a binding commitment upon Orchid to issue purchase orders for the new Firm Order period for which Buyer is obligated to purchase and take delivery of the forecasted Productquantities described therein (each a “Firm Order”), and a binding commitment upon Hospira to produce and deliver such quantities on the supply delivery dates described therein, which delivery dates shall require a lead time of at least sixty (60) days (or such longer period of time if required for by the last month particular Product’s campaign length (in days), as specified on Schedule 1(a) and Schedule 1(b). The second three (3) months of such new Firm Order period each Rolling Forecast shall not be entitled to vary when converted into a Firm Order in the immediately subsequent Rolling Forecast by more than one plus or minus twenty-five percent (25%) of such forecast quantities. The last six (6) months of each Rolling Forecast shall be Orchid’s good faith estimate, but shall be non-binding upon the Parties. Orchid shall be required to forecast and order all requirements for Product in multiples of the minimum batch size for each Product set forth on Schedule 1(a) and Schedule 1(b) and not to exceed Hospira’s maximum capacity as set forth on Schedule 1(a) and Schedule 1(b). Hospira shall notify Orchid as soon as possible, but in any event within ten (10) days of the receipt of a forecast if Hospira will be unable to deliver the Products in accordance with such forecast. Hospira’s providing of such notification shall not be interpreted in any manner as relieving Hospira of its obligations under this Agreement, nor shall it prevent Orchid from pursuing any and all rights and remedies Hospira may have based on Hospira’s failure to be able to deliver the Products in accordance with the terms of this Agreement. If Orchid provides a purchase order to Hospira, and any purchase order includes an Excess Demand, [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. then (1) full Standard Manufacturing Batch from Hospira shall supply the quantity specified for such month in the previous Forecast (or Initial Forecast, as the case may be). Except as provided in Section 2.2(a), Purchase Orders setting forth Buyer’s monthly of Product requirements will be issued for the last month of each Firm Order period no later than the fifteenth calendar day of the first month of each Firm Order periodwhich does not constitute an Excess Demand to Orchid, and such Purchase Order will be in agreement with (2) Hospira shall use commercially reasonable efforts to supply the Firm Order period of the Forecast. If a Purchase Order for any month is not submitted by such deadline, Buyer shall be deemed to have submitted a Purchase Order for such month for the amount Excess Demand quantities of Product set forth requested by Orchid in Buyer’s Forecast for such monthits purchase orders as soon as commercially possible. (ii) The remainder of the Forecast shall set forth Buyer’s best estimate of its Product production and supply requirements for the remainder of the Forecast period. Each portion of such Forecast that is not deemed to be a Firm Order shall not be deemed to create a binding obligation on Buyer to purchase and take delivery of Products nor a binding obligation of Seller to deliver Products, except as otherwise provided in Section 2.2(f). (iii) Forecast and Purchase Orders shall be in full Standard Manufacturing Batches. If a Product has multiple SKUs, then the composite of the forecasted SKU must equate to the Standard Manufacturing Batch. One Purchase Order shall be issued for each full Standard Manufacturing Batch of Product and contain the required information set forth in Section 2.2(e) hereof.

Rolling Forecast. (i) On or before the fifteenth (15th) calendar day of each month during the Term (as defined in Section 6.1 herein), Buyer shall provide Seller with an updated eighteen (18) month forecast of the Products to be manufactured and supplied (each a “Forecast”"FORECAST") for on or before the fifteenth (15th) calendar day of each month, and such Forecast shall cover the eighteen (18) month period beginning on the first day of the following calendar month. The first two months of each Forecast will restate the balance of the Firm Order period of the prior Forecast (or Initial Forecast, as the case may be), and the first three (3) months of the Forecast shall constitute the new Firm Order period for which Buyer is obligated to purchase and take delivery of the forecasted Product, and except for any reasonable increase in supply required due to a Local Closing having taken place since the previous Forecast, the supply required for the last month of such new Firm Order period shall not be more than one (1) full Standard Manufacturing Batch from the quantity specified for such month in the previous Forecast (or Initial Forecast, as the case ease may be). Except as provided in Section SECTION 2.2(a), Purchase Orders purchase orders setting forth Buyer’s 's monthly Product requirements (each a "PURCHASE ORDER") will be issued for the last month of each Firm Order period no later than the fifteenth calendar day of the first month of each Firm Order period, and such Purchase Order will be in agreement with the Firm Order period of the Forecast. If a Purchase Order for any month is not submitted by such deadline, Buyer shall be deemed to have submitted a Purchase Order for such month for the amount of Product set forth in Buyer’s 's Forecast for such month. (ii) The remainder of the Forecast shall set forth Buyer’s 's best estimate of its Product production and supply requirements for the remainder of the Forecast period. Each portion of such Forecast that is not deemed to be a Firm Order shall not be deemed to create a binding obligation on Buyer to purchase and take delivery of Products nor a binding obligation of Seller to deliver Products; provided, except however, that Buyer agrees to purchase any raw material obtained by Seller in contemplation of such Forecast as otherwise provided set forth in Section SECTION 2.2(f). (iii) Forecast Forecasts and Purchase Orders shall be in full Standard Manufacturing Batches. If a Product has multiple SKUsSKUs (as set forth on EXHIBIT 2.3(a)), then the composite of the forecasted SKU must equate to the Standard Manufacturing Batch. One Purchase Order shall be issued for each full Standard Manufacturing Batch dosage form and strength of each Product for each month of the Firm Order period, and such Purchase Order shall contain the information required information set forth in Section 2.2(epursuant to SECTION 2.3(d) hereofherein.

Rolling Forecast. (i) On or before the fifteenth first (15th1st) calendar day of each the last month during of any calendar quarter (excluding only the Term (as defined in Section 6.1 hereinfirst such date following the Effective Date), Buyer ARISTOS shall provide Seller SOVEREIGN with an updated eighteen twelve (1812) month forecast of for the Products to be manufactured and supplied Product (each each, a “Subsequent Forecast”). (a) for the eighteen (18) month period beginning on the first day of the following calendar month. The first two months of Accompanying each Subsequent Forecast will restate the balance of the Firm be a Purchase Order period of the prior Forecast, and for the first three (3) months of the Forecast shall constitute the new Firm Order period for which Buyer is obligated to purchase and take delivery such Subsequent Forecast; (b) SOVEREIGN will confirm its acceptance of the forecasted Product, and the supply required for the last month of such new Firm Order period shall not be more than one (1) full Standard Manufacturing Batch from the quantity specified for such month in the previous Subsequent Forecast (or Initial Forecast, as the case may be). Except as provided in Section 2.2(a), Purchase Orders setting forth Buyer’s monthly Product requirements will be issued for the last month of each Firm Order period no later than the fifteenth 15th calendar day of the first calendar month of each Firm Order periodpreceding the forecast period covered by such Subsequent Forecast at which time such Subsequent Forecast shall become a firm order; provided, and however, that if SOVEREIGN is not able to commit to supply the forecasted amount in such Purchase Order will be in agreement with the Firm Order period Subsequent Forecast, it shall inform ARISTOS of the Forecast. If a Purchase Order for any month is not submitted by such deadline, Buyer amount it can supply and the Parties shall be deemed to have submitted a Purchase Order for such month for meet and discuss the amount of Product set forth in Buyer’s Forecast for such monthdiscrepancy. (iic) The remainder of Forecasts (both the Initial Forecast shall set forth Buyer’s best estimate of its Product production and supply requirements for the remainder of the Forecast period. Each portion of such Forecast that is not deemed to be a Firm Order shall not be deemed to create a binding obligation on Buyer to purchase and take delivery of Products nor a binding obligation of Seller to deliver Products, except as otherwise provided in Section 2.2(f). (iiiSubsequent Forecasts) Forecast and Purchase Orders shall be in full Standard Manufacturing Batches. . (1) If a particular strength of Product has multiple SKUsis sold in SKU’s of varying bottle sizes, then the composite of the forecasted SKU SKUs with respect to such strength of Product must equate to the a Standard Manufacturing Batch. One Purchase Order . (2) If a generically equivalent product to a Product launches, the Forecast will be adjusted within thirty (30) days of notification of the generically equivalent product’s launch. (d) All Product batches shall be issued for each full Standard Manufacturing Batch made to order. ARISTOS will provide firm Purchase Orders at least twelve (12) weeks prior to the expected delivery date. (e) SOVEREIGN will use reasonable efforts to maintain adequate active pharmaceutical ingredient and other components to meet the requirements of Product and contain the required information set forth in Section 2.2(e) hereofforecast provided by ARISTOS.

Rolling Forecast. (i) On or before the fifteenth (15th) calendar day of each month during the Term (as defined in Section 6.1 herein), Buyer shall provide Seller with an updated eighteen (18) month forecast of the Products to be manufactured and supplied (each a “Forecast”) for the eighteen (18) month period beginning on the first day of the following calendar month. The first two three (3) months of each Forecast will restate the balance of the Firm Order period of the prior Forecast, and the first three four (34) months of the Forecast shall constitute the new Firm Order period for which Buyer is obligated to purchase and take delivery of the forecasted Product, and the supply required for the last month of such new Firm Order period shall not be more than one (1) full Standard Manufacturing Batch from the quantity specified for such month in the previous Forecast (or Initial Forecast, as the case may be). Except as provided in Section 2.2(a), Purchase Orders setting forth Buyer’s monthly Product requirements will be issued for the last month of each Firm Order period no later than the fifteenth calendar day of the first month of each Firm Order period, and such Purchase Order will be in agreement with the Firm Order period of the Forecast. If a Purchase Order for any month is not submitted by such deadline, Buyer shall be deemed to have submitted a Purchase Order for such month for the amount of Product set forth in Buyer’s Forecast for such month. (ii) . The remainder parties agree that Seller may require such additional time as is required by any governmental authority to adjust work force, and/or production schedules, and /or adjust available capacity should Buyer request changes in excess of [***] in month [***] or [***] in month [***] of the Forecast shall set forth Buyer’s best estimate of its Product production and supply requirements current forecast as compared to the quantity specified for this same period in the remainder previous forecast.” C. Section 2.2(d) of the Forecast period. Each portion of such Forecast that Agreement is not deemed to be a Firm Order shall not be deemed to create a binding obligation on Buyer to purchase amended and take delivery of Products nor a binding obligation of Seller to deliver Products, except restated in its entirety as otherwise provided in Section 2.2(f). (iii) Forecast and Purchase Orders shall be in full Standard Manufacturing Batches. If a Product has multiple SKUs, then the composite of the forecasted SKU must equate to the Standard Manufacturing Batch. One Purchase Order shall be issued for each full Standard Manufacturing Batch of Product and contain the required information set forth in Section 2.2(e) hereof.follows: