Forecasts and Orders. 2.2.1 On the Effective Date of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the remainder of the current calendar year (the “Initial Annual Forecast”). Not later than November 30 of each calendar year during the Term of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Product which PURCHASER estimates in good faith that it will order or direct the Designee(s) to order from SELLER during the next subsequent calendar year (each, an “Annual Forecast”). The Annual Forecast shall be used to establish the per unit and per kilogram pricing for the Martek Products purchased during the relevant calendar year in accordance with Section 2.3.1 and Exhibit A attached hereto; provided that, for the remainder of calendar year 2006, the per kilogram pricing to be used, subject to the year-end adjustment pursuant to Section 2.3.1, shall be * per kilogram, notwithstanding the Initial Annual Forecast. In addition to the foregoing, one (1) month before the commencement of each calendar quarter during the Term of this Agreement, PURCHASER shall provide SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Martek Product for each of the succeeding four (4) quarters, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith, best estimate of requirements and should not be considered a firm commitment.
2.2.2 PURCHASER expressly acknowledges that available supplies of the Martek Product have been in the past, and, may from time to time in the future, be insufficient to meet current demand. Nevertheless, SELLER shall use commercially reasonable efforts to have available for shipment to PURCHASER or to a Designee for PURCHASER’s account such quantities of the Martek Product as PURCHASER forecasts in good faith pursuant to Section 2.2.1 above and any additional quantities which PURCHASER may reasonably request. In case for any reason SELLER cannot or does not supply such quantities of the Martek Products as are forecasted in good faith by PURCHASER pursuant to Section 2.2.1 to PURCHASER, PURCHASER shall be allowed to use an alternative supplier for quantities of Omega-3 and Omega-6 long-chain polyunsaturated fatty acids equal to those quantities of Martek Products that were ordered by PURCHASER pursuant to a Purchase Order...
Forecasts and Orders. 2.3.1 Not less than twelve (12) months prior to its first purchase of Ingredient for use in the manufacture of Products to be sold to Third Parties, Wyeth-Ayerst shall provide GalaGen with a written forecast (by Calendar Quarter) of the quantity of Ingredient that Wyeth-Ayerst desires to have delivered to it during the first twelve (12) month period of Product sales. Within six (6) months prior to its first purchase of Ingredient, Wyeth-Ayerst shall provide GalaGen with an updated forecast for the first twelve (12) month period (by Calendar Quarter), and by the beginning of such twelve (12) month period shall provide GalaGen with an updated forecast for the last three (3) Calendar Quarters of such twelve (12) month period and for the Calendar Quarter following immediately thereafter. Thereafter, at least ninety (90) days before the end of each subsequent Calendar Quarter, Wyeth-Ayerst shall provide a written updated forecast (by Calendar Quarter) in accordance with the provisions of Section 2.3.2 hereof.
2.3.2 Each successive forecast shall update the forecast previously given for the last three (3) Calendar Quarters covered and add a forecast for the Calendar Quarter following immediately thereafter, to enable GalaGen to have sufficient information to schedule its or its sub-contractors' manufacturing operations to meet Wyeth-Ayerst's forecasted requirements of the Ingredient. GalaGen acknowledges that such forecasts are only estimates of Wyeth-Ayerst's purchase requirements of the Ingredient and that Wyeth-Ayerst shall not be bound by any such estimate, except that after Regulatory Approval the first Calendar Quarter of each successive forecast so provided shall represent a binding commitment of Wyeth-Ayerst to purchase and of GalaGen to supply such forecasted quantity of Ingredient in a timely manner, subject to adjustment within the limits set forth in Section 2.3.4 hereof.
2.3.3 Wyeth-Ayerst shall order and maintain reasonable inventories of the Ingredient, having due regard to its current and forecasted sales volumes for the Products. Wyeth-Ayerst shall issue to GalaGen firm purchase orders for each delivery not later than two (2) months prior to the requested delivery date. Such purchase orders shall specify the quantity of Ingredient desired, and the place(s) to which and the manner and dates by which delivery is to be made. To the extent the terms of any purchase order or acknowledgment thereof are inconsistent with the terms of this Agreement, th...
Forecasts and Orders. 3.1 Forecasting and ordering of Product(s) under this Agreement shall be conducted:
(A) on a pull Manufacturing basis in respect of the Products as set out in clauses 3.2 and 3.4; or
(B) on a Toll Manufacturing Basis in respect of Products that are Tolled Products as set out in clause 5 (Toll Manufacture) and Exhibit 7 (Toll Manufacturing Provisions), and
(C) on the fifth (5th) Business Day of each calendar month commencing not later than the calendar month following the calendar month in which the Effective Date falls (or at such other dates as may be agreed between the Parties), the Purchaser shall provide to the Supplier a rolling demand forecast schedule (in such physical written format (as opposed to a data exchange) exchangeable by email as is agreed by the Parties) which shall align with the applicable Gating Plan for that Gating Year and comprise a good faith estimate of its anticipated aggregate monthly requirements for Products for at least the following twenty-four (24) months or, in each case, such shorter period remaining under the Term (including any proposed extension thereof), in accordance with clause 3.2 ( the “Forecast Schedule”).
(A) Manufacturing and supply of Products under this Agreement shall be pursuant to the Forecast Schedules and to the Firm Orders submitted by the Purchaser, as further described in this clause 3.2.
(B) The initial Forecast Schedule is attached to this Agreement at Exhibit 14 (Initial Product Forecast Schedule) and the Parties agree that the Purchaser and the Supplier shall be bound by the volumes of Products shown in the Firm Zone of such initial Forecast Schedule as at the Effective Date. The initial Forecast Schedule shall reflect the migration of all orders that are in progress immediately prior to the Effective Date.
(C) Provided that the volumes of Products shown in the Firm Zone of each Forecast Schedule align with the requirements of the Gating Plan in respect of such Products, such volumes shall be deemed to be firm orders binding on the Purchaser and the Supplier, and the quantities included for each Product in any Firm Zone may not be varied in any subsequent Forecast Schedule unless the Supplier agrees in writing (each such firm order being a “Firm Order”). Each Firm Order shall be for not less than the Minimum Order Quantity of Product and, if greater than the Minimum Order Quantity, shall be for the Minimum Order Quantity plus one or more multiples of the Minimum Order Quantity. If the volumes spec...
Forecasts and Orders. (a) On or prior to the Effective Date, CollaGenex will provide Atrix with a 12 month forecast of CollaGenex's requirements for each Product, on a Product-by-Product basis, including Professional Samples, as follows:
(i) During the first four calendar quarters following the First Commercial Sale of each Product, the forecasts shall be provided quarterly, no less than 45 days prior to the beginning of each quarter. Said requirements will be based on standard production planning parameters including sales forecasts, sales demand forecasts, promotional forecasts, inventory requirements, and the like. The first two quarters of the 12 month forecast will be stated in monthly requirements. The second two quarters of the 12 month forecast will be total requirement by stock keeping unit and will be stated as quarterly requirements. The first 3 months of the 12 month forecast will be firm orders to purchase. The second 3 months will be allowed to be flexed from the previous forecast by plus or minus [**] until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity set forth in the previous forecast for such 3 month period shall not exceed [**] during that 3 month period. For example, if CollaGenex's forecast for [**] was for [**] and its forecast for [**] was for [**] the maximum number of Units CollaGenex could order at the time [**] becomes fixed would be [**]. The [**] of any [**] will be [**].
(ii) After the first four calendar quarters following the First Commercial Sale of a Product, CollaGenex will provide to Atrix a rolling 12 month forecast for each Product with the first 3 months of the rolling 12 month forecast a firm order to purchase. Each forecast under this subsection (ii) shall be provided monthly, no less than 20 days prior to the beginning of each month. All orders will be for full batch quantities.
(b) CollaGenex agrees to purchase a sufficient amount of each Product to enable CollaGenex to carry sufficient inventory to allow for fluctuations in sales demand so as to allow Atrix reasonable lead time to meet increased demand. All forecasts will be made by CollaGenex to Atrix in good faith based upon standard commercial parameters. From time to time after the Effective Date, the Parties shall consider whether, in light of market demand, manufacturing capacity, inventory levels and other pertinent factors, to revise the schedule for delivery of forecasts and, if appropriate, negotiate in good faith to revise such s...
Forecasts and Orders. 4.1 Customer shall provide IBM’s customer account representative with a Product demand forecast, which shall cover a minimum of twelve (12) months broken out by Product and month. By the fifth (5th) day of every month during the term of this Attachment, Customer will provide IBM’s customer account representative with an updated Product demand forecast covering a rolling twelve (12) month period (not to extend beyond the term of this Attachment), which will be reviewed for approval by IBM within ten (10) days of receipt by IBM. Forecasts shall constitute good faith estimates of Customer’s anticipated requirements for Products but shall not contractually obligate IBM to supply, nor contractually obligate Customer to purchase, the quantities of Product set forth in such forecasts.
4.2 Customer will request delivery of Products by issuing written purchase orders to IBM. IBM will notify Customer of its acceptance or rejection of a purchase order within seven (7) days of receipt of the purchase order. Notwithstanding the foregoing, IBM’s failure to respond within such seven (7) day period will not constitute a breach of the Agreement. At a minimum, purchase orders submitted by Customer must comply with the terms and conditions of the Agreement and this Attachment, be consistent with the most recently accepted forecast and fall within the most recent Customer credit limit as granted by IBM. Custom Sales Agreement No. 000569 Microtune, Inc. Signature Version Customer will request delivery of Products by issuing written purchase orders to IBM. Purchase orders will specify only the following information:
a) Customer’s purchase order number;
b) Customer’s tax status—exempt or non-exempt;
c) ship to location—complete address;
d) xxxx to location—complete address;
e) order from location—complete address;
f) shipping instructions, including preferred carrier and carrier account number;
g) the agreement number of this Agreement;
h) name of Customer contact;
i) Product part numbers, the quantity of wafers being ordered, (in increments of the Minimum Order Quantity (“MOQ”));
j) the Product’s applicable unit price; and
k) requested shipment dates.
Forecasts and Orders. 7.3.1 Not less than [*****] days prior to the first day of each calendar quarter (commencing with the first calendar quarter in which Intrexon, its sublicensees or their respective Affiliates order API from Halozyme hereunder), Intrexon shall prepare and provide Halozyme with a written forecast of its good faith estimated requirements for API under this Section 7.3 for each of the subsequent [*****] calendar quarters. Intrexon shall not (a) increase or decrease the quantity estimated for the [*****] quarterly period of each forecast from the quantity estimated for the [*****] quarterly period of the previous forecast, (b) increase or decrease the quantity estimated for the [*****] quarterly periods of each forecast by more than [*****] percent ([*****]%) of the quantity estimated for the [*****] quarterly periods of the previous forecast, respectively, without the prior express written consent of Halozyme. The quantities estimated for the [*****] quarterly periods of each forecast shall be non-binding, and for planning purposes only.
7.3.2 Intrexon shall be required to purchase [*****] of the quantity forecasted for each API under this Section 7.3 for the first and second quarterly periods of each forecast under Section 7.3.1.
7.3.3 Halozyme shall be required to supply the quantity of API ordered by Intrexon under this Section 7.3 in any calendar quarter up to [*****] percent ([*****]%) of the quantity forecasted for the [*****] quarterly period of the most recent forecast. If Intrexon’s Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. orders in any calendar quarter exceed [*****] percent ([*****]%) of the quantity forecasted for the [*****] quarterly period of the most recent forecast, Halozyme shall use commercially reasonable efforts to supply such excess. Halozyme shall use commercially reasonable efforts to meet Intrexon’s delivery requirements specified in accordance with Section 7.3.4. In the event of a shortfall to forecast, Halozyme shall use commercially reasonable efforts to apportion API among Intrexon and its other customers on a pro rata basis according to their respective forecasts.
7.3.4 Intrexon shall make all purchases under this Section 7.3 by submitting firm purchase orders to Halozyme. Each such purchase order ...
Forecasts and Orders. 3.3.1 In accordance with the requirements set forth in Exhibit A, at least ten (10) days prior to the first day of each calendar quarter during the Initial Term and any renewal term, Tutogen shall provide AlloSource with a written non-binding forecast as to Tutogen’s estimated requirements of Products for each of the following twelve (12) calendar months, the first three (3) months of which shall be binding. On or before the first day of each month, Tutogen shall issue binding orders for such month for the quantities of Products set forth in such forecast. AlloSource shall have five (5) business days to notify Tutogen of rejection of such binding order and reason for such rejection. If no notice of rejection is given within such five (5) business day period, the binding order shall be considered accepted by AlloSource. AlloSource shall make reasonable business efforts to fill such binding orders within thirty (30) days, but no later than ninety (90) days of such binding orders. If AlloSource fails to fill a binding order that was accepted by AlloSource within ninety (90) days of the date of such binding order, then Tutogen may cancel such binding order and may fill such order from another source.
3.3.2 In the event that Tutogen does not place and accept orders for Products in accordance with the minimum monthly requirements specified in Exhibit A, Tutogen shall be required to pay AlloSource the reimbursement fees, in accordance with Section 6 below, for the minimum monthly requirements less the number of Products which are ordered and accepted by Tutogen.
3.3.3 AlloSource may supply and Tutogen shall accept from AlloSource Tissues, Processed Tissues and Allografts in an amount equal to or up to ten percent (10%) greater than the quantities set forth in Exhibit A hereto and set forth in each binding order (or such higher quantity if mutually agreed in writing).
3.3.4 AlloSource shall ship Products to Tutogen at the following address: Tutogen Medical, Inc. 13709 Progress Blvd., Box 19 South Wing Xxxxxxx, XX 00000
3.3.5 Tutogen shall be responsible for expenses associated with the shipment of Products from AlloSource to Tutogen. Risk of loss and title to such Products shall pass to Tutogen upon shipment.
3.3.6 EXCEPT AS SET FORTH HEREIN, ALLOSOURCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
Forecasts and Orders. Starting on the Effective Date, and every three --------------------
Forecasts and Orders. 3.1 Pxxxxxx shall provide Piramal with a *** showing their requirements for Product for *** (“Forecast Schedule”). The Forecast Schedule shall be ***. The first such Forecast Schedule shall be *** and thereafter ***. The Products shall be supplied by Piramal *** from Pxxxxxx and ***.
3.2 Pxxxxxx shall submit *** purchase orders at the ***which shall consist of ***. Upon the date of this Agreement, Pxxxxxx shall *** and thereafter on th***. For the avoidance of doubt, such schedule of purchase order submissions is to provide Piramal with ***.
3.3 All purchase orders shall specify the quantity of the Product ordered, the destination to which the Product is to be delivered and the date and manner of delivery (including the carrier to be used). All purchase orders would be *** payment terms ***.
3.4 Purchase orders will be made on such form of documentation as Piramal and Pxxxxxx agree from time to time, provided that the terms and conditions of this Agreement will be controlling over any terms and conditions included in any purchase order form used in ordering the Product.
3.5 Any term or condition of such purchase order form that is in addition to, different from or contrary to the terms and conditions of this Agreement will be void, unless the Parties otherwise agree by a separate written agreement. Notwithstanding anything abovementioned.
3.6 Each purchase order will be accepted by Piramal ***, and will constitute a separate binding contract between the Parties for the delivery by Piramal, and the purchase by Pxxxxxx, of the Product quantity specified in the purchase order, on the terms and conditions set out in this Agreement. However, in the event that a purchase order is for a quantity of Product ***, the parties may negotiate in good faith ***for the purchase order in the event ***. Such negotiation must be concluded ***from the ***of the purchase order by Pxxxxxx.
Forecasts and Orders. (a) Rodel will provide Nanophase with a rolling eighteen-month forecast of the volume of its Particle requirements at the start of each calendar quarter. The first three months of this forecast shall be firm and accompanied by a purchase order for such forecast. Unless otherwise agreed, Nanophase need not manufacture more than [ * * * ] of the forecasted six-month volume in any single month period. * * * Confidential Portions Omitted and Filed Separately with the Commission
(b) Rodel will give Nanophase six months prior written notice before Nanophase will be obliged to either (i) have installed capacity or manufacture over [ * * * ] of Particles per annum, or (ii) increase production by more than [ * * * ] kilograms of Particles over the production for the previous six-month period. Provided that Nanophase is given such six-month notice, it will be obliged to manufacture up to [ * * * ] kilograms of Particles in the first year of this Agreement.
(c) If Rodel requests that Nanophase commit to manufacture an amount of Particles in excess of [ * * * ] kilograms per annum, the parties will negotiate in good faith a mutually acceptable arrangement for payment of the capital expenditures required in order for Nanophase to manufacture such increased amount. Any failure of Rodel or Nanophase to agree upon such a mutually acceptable arrangement following good faith negotiations shall not constitute either (i) an unwillingness by Nanophase to supply Rodel with Particles under Section 8(a) of this Agreement, or (ii) a breach of any party's obligations under the Agreement.
(d) Rodel will submit written purchase orders to Nanophase giving reasonable notice which may not be less than three weeks prior to the requested date of shipment and specifying the required quantities, shipment dates, destinations and other relevant information, and Nanophase will use commercially reasonable efforts to fill the orders (including using reasonable commercial efforts to fill orders for which Rodel may be unable to provide a full three weeks' notice) so that Rodel may meet its delivery commitments to its customers.
(e) Other provisions applicable to the purchase and sale of the Particles shall be as provided in Rodel's standard terms and conditions of sale, to the extent not inconsistent with this Agreement. * * * Confidential Portions Omitted and Filed Separately with the Commission
