Common use of Forecast and Orders Clause in Contracts

Forecast and Orders. (a) Within thirty (30) days of the Effective Date (or a date mutually agreed upon by the parties), Abbo▇▇ ▇▇▇ll furnish to Corixa a rolling quarterly forecast for the quantities of Materials that Abbo▇▇ ▇▇▇ends to order during the twelve (12) month period, commencing no sooner than ninety (90) days from the date of the forecast. Prior to the initiation of Clinical Lots of Licensed Product, such forecast shall be used for planning purposes only. Following initiation of Clinical Lots of Licensed Product, the first [***] months of such forecast shall constitute a binding commitment upon Abbo▇▇ ▇▇ purchase such quantities as evidenced by purchase orders received from Abbo▇▇ ▇▇ accordance with Section 9.3 (b). The balance of such forecast shall merely represent reasonable estimates for planning purposes only [***]. Abbo▇▇ ▇▇▇ll update such forecast quarterly. (b) Abbo▇▇ ▇▇▇ll place each purchase order with Corixa for Materials to be delivered hereunder at least ninety (90) days prior to the delivery date specified in each respective order. Corixa hereby guarantees such ninety (90) day delivery from the receipt of each purchase order and shall accept such firm orders placed by Abbo▇▇ ▇▇▇hin ten (10) days of receipt for that amount of Materials which varies no more than +/- [***] of the then current estimate for the applicable period. For orders of Materials that exceed [***] of the then current estimate for the applicable period, Corixa shall use its reasonable best efforts to meet the ninety (90) day delivery date. If Corixa is unable to deliver on the specified date, Corixa may decline to provide that amount of Materials which exceeds [***] of the most current forecast underlying such order, provided, that it is declined in writing and is delivered to Abbo▇▇ ▇▇▇hin ten (10) days of Corixa's receipt of the order. Corixa shall deliver against each such order in accordance with Section 9.

Forecast and Orders. (a) Within thirty (30) days of after the Effective Date (or a date mutually agreed upon by the parties)Signature Date, Abbo▇▇ ▇▇▇ll AMI will furnish to Corixa Celera a rolling quarterly twelve (12)-month forecast for of the quantities of Materials that Abbo▇▇ ▇▇▇ends Specific Celera Products AMI intends to order during 2009. AMI agrees to purchase the twelve (12) month period, commencing no sooner than ninety (90) days from the date quantities of the forecast. Prior to the initiation of Clinical Lots of Licensed Product, such forecast shall be used Specific Celera Products estimated for planning purposes only. Following initiation of Clinical Lots of Licensed Product, the first [***] three (3) months of such forecast shall constitute a binding commitment upon Abbo▇▇ ▇▇ and, subject to Section 3.3(d), AMI will submit purchase orders reflecting such quantities as evidenced for such first three (3) months by purchase orders received from Abbo▇▇ ▇▇ accordance with Section 9.3 the end of the first month of such three (b)3) month period. The balance of such 12-month forecast shall merely will represent reasonable estimates for planning purposes only [***]. Abbo▇▇ ▇▇▇ll update and will not obligate AMI to purchase any such forecast quarterlyamounts. (b) Abbo▇▇ ▇▇▇ll AMI will update such twelve (12)-month forecast quarterly, no later than the first week of each Calendar Quarter during the Distribution Term. AMI agrees to purchase the quantities of Specific Celera Products estimated for the first three (3) months of each such updated forecast and, subject to Section 3.3(d), AMI will submit purchase orders reflecting such quantities for such first three (3) months by the end of the first month of such three (3) month period at the latest. The balance of each such 12-month forecast will represent reasonable estimates for planning purposes only and will not obligate AMI to purchase any such amounts. (c) In the event AMI fails to deliver a twelve (12)-month forecast as required by Section 3.3(b), Celera will give written notice to AMI. If AMI has not delivered the missing twelve (12)-month forecast within five (5) business days after such notice, AMI agrees that the next three (3) months of the last delivered twelve (12)-month forecast will be binding on AMI. (d) Except for the initial order placed by AMI pursuant to Section 3.3(a) (which delivery dates will be agreed upon by the Parties), AMI will place each purchase order with Corixa Celera so that Celera receives the purchase order for Materials Specific Celera Products to be delivered thereunder at least sixty (60) days (or longer if so provided in Appendix 3.3(d)) prior to the delivery date specified in such purchase order. If Celera reasonably believes it requires more than sixty (60) days to deliver the Specific Celera Products pursuant to such purchase order, Celera will request AMI’s prior written approval for a reasonable extension of the delivery date, which will not be unreasonably withheld. If the delivery date is acceptable or the requested extension is granted, Celera will accept each purchase order to the extent that the quantity of Specific Celera Products set forth in such purchase order is less than or equal to [*] percent ([*]%) of the then-current estimate for the applicable forecast period. For that portion of a Specific Celera Product order that exceeds [*] percent ([*]%) of the then-current estimate for the applicable period (“Additional Units”), Celera will use its commercially reasonable efforts to meet the specified delivery date in the purchase order for the Additional Units. If Celera is unable to deliver the Additional Units on the date specified by AMI in the purchase order, Celera will notify AMI in writing as soon as possible, but in any event within thirty (30) days after its receipt of the purchase order. (e) For that portion of a Specific Celera Product order that is less than AMI’s then-current non-binding forecast under Section 3.3(b) by the following percentages, and for which materials used in the manufacture of such Specific Celera Product(s) have been reasonably purchased in advance by Celera to meet AMI’s forecast (i.e. Celera may not anticipate demand beyond the forecast provided by AMI) and cannot be used to fulfill future orders by AMI hereunder or cannot otherwise be used by Celera, AMI will reimburse Celera the documented cost of such materials: (i) For the fourth through sixth months of the then-current twelve (12)-month forecast, [*] percent ([*]%) per month less than the forecasted amount; and (ii) For the seventh through twelfth months of the then-current twelve (12)-month forecast, [*] percent ([*]%) per month less than the forecasted amount. (f) Orders will be placed upon AMI’s purchase order form specifying quantities ordered, delivery dates, and delivery and shipping instructions. Celera will confirm shipping dates to AMI within fourteen (14) days of receipt of the purchase order. The obligations and rights of the Parties will be governed by the terms and conditions of this Agreement. In the event there is any conflict between the provisions of this Agreement and the purchase order or any acknowledgment or acceptance document of Celera as to the obligations of the Parties regarding any Specific Celera Product order, the Parties agree that the resolution of such issue will be controlled first by the terms of this Agreement, then the terms of the subject purchase order, and finally the terms of any acknowledgement or acceptance document. If, after the Effective Date, any changes are made to any of the terms or conditions contained on AMI’s form of purchase order that are adverse to Celera, the Parties agree that such new or different terms will not be binding upon Celera unless Celera expressly agrees to such terms. (g) With respect to any New Celera Products that become subject to this Agreement, AMI will submit its first monthly purchase order for such product at least ninety (90) days prior to in advance of the desired delivery date specified in each respective and will submit, along with such purchase order. Corixa hereby guarantees , a non-binding estimate of its future requirements for such ninety (90) day delivery from the receipt of each purchase order and shall accept such firm orders placed by Abbo▇▇ ▇▇▇hin ten (10) days of receipt for that amount of Materials which varies no more than +/- [***] of the then current estimate New Celera Product for the applicable periodnext twelve (12) months. For orders Thereafter, the forecasting, and beginning after the first month of Materials that exceed [***] delivery of such New Celera Product, the then current estimate ordering, for the applicable period, Corixa shall use its reasonable best efforts to meet the ninety (90) day delivery date. If Corixa is unable to deliver on the specified date, Corixa may decline to provide that amount such New Celera Product will be governed by Article 3 of Materials which exceeds [***] of the most current forecast underlying such order, provided, that it is declined in writing and is delivered to Abbo▇▇ ▇▇▇hin ten (10) days of Corixa's receipt of the order. Corixa shall deliver against each such order in accordance with Section 9this Agreement.