Forecasts and Ordering Sample Clauses
The "Forecasts and Ordering" clause defines the procedures and requirements for predicting future product or service needs and placing corresponding orders. Typically, this clause outlines how and when forecasts must be provided by the buyer, the level of commitment associated with those forecasts, and the process for converting forecasts into binding purchase orders. For example, it may require the buyer to submit monthly or quarterly estimates of anticipated demand, with only a portion of those estimates being contractually binding. The core function of this clause is to facilitate efficient supply chain planning and inventory management, reducing the risk of shortages or overproduction for both parties.
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Forecasts and Ordering. 5.1 Forecasts (a) Upon execution of this Agreement and on the first of each month thereafter, the Owner will deliver to the Vendor written forecasts (a "Forecast") specifying its estimate of the quantity of each type of Product that it expects to purchase on a month to month basis during the twelve (12) months following the date of such Forecast (a "Forecast Period"), which shall be treated as follows;
(i) quantities forecasted to be ordered during the first month of each Forecast Period will be a firm Delivery Order which, pursuant to the terms of this Agreement, must be taken by the Owner in the month indicated. The Owner will place one or more Delivery Orders to purchase Products in accordance with the applicable Forecast;
(ii) quantities forecasted to be ordered during the second month of each such Forecast Period shall be considered reasonably accurate estimates of prospective Delivery Orders and accordingly, the Owner will issue the Vendor firm Delivery Orders to ensure that at least ninety percent (90%) and not more than one hundred ten percent (110%) of the quantities specified during this segment of the Forecast Period are covered by firm Delivery Orders from the Owner; and
(iii) quantities forecasted to be ordered during the third month of each such Forecast Period shall be considered reasonably accurate estimates of prospective Delivery Orders and accordingly, the Owner will issue the Vendor firm Delivery Orders to ensure that at least eighty percent (80%) and not more than one hundred twenty percent (120%) of the quantities specified during this segment of the Forecast Period are covered by firm Delivery Orders from the Owner; and
(iv) quantities forecasted to be ordered during months four (4) through twelve (12) of each such Forecast Period will only be estimates of prospective Delivery Orders, and subsequent Forecasts and actual Delivery Orders may completely vary and be completely changeable by the Owner in its absolute discretion. The first Forecast to be delivered by the Owner to the Vendor is attached hereto as Schedule 8 and is expressly accepted by the Vendor. Except with respect to such first Forecast, in no event will the Vendor be required to accept an amount in any given month of a Forecast which is greater than [_____________________] of the average amount forecasted by the Owner for the three months immediately preceding the subject month. In the event the Owner fails to deliver to the Vendor a new Forecast by the first Business D...
Forecasts and Ordering. 4.1 In order to facilitate Celgene's supply planning of the Product, BeiGene shall provide Celgene not later than [...***...] prior to the beginning of each calendar year, a [...***...] non-binding estimate of BeiGene’s requirement of the Product by strength for each province within the Territory. Furthermore, BeiGene shall provide Celgene [...***...] the non-binding estimate of BeiGene’s future orders of the Product by strength for the next [...***...]. Such forecast shall be non-binding with the exception of the forecast for [...***...], reflected therein for which quantities are considered firm. BeiGene shall place a firm purchase order accordingly (hereinafter a “Firm Purchase Order”), requesting a shipping date from Celgene’s warehouses that is at least [...***...] after the date of ordering. [...***...].
4.2 Celgene shall confirm its acceptance of each Firm Purchase Order placed in accordance with Section 4.1 within [...***...] from the date of receipt of such order. Once accepted, such Firm Purchase Order, to the extent that it has been accepted, will become binding on both Parties and the relevant delivery date shall be defined between the Parties pursuant to the requirement set out in Section 4.1. Notwithstanding the above, BeiGene may request to reasonably modify or reschedule an order, prior to the relevant delivery date. Celgene's consent to such modifications or rescheduling shall not be unreasonably withheld. Celgene shall deliver Product to BeiGene a maximum of [...***...] times per year unless otherwise mutually agreed in writing. BeiGene shall also indicate to Celgene in due time in case any specific printing and labeling requirements apply to the packaging of the Product.
4.3 Tenders shall be included in BeiGene’s forecast, and the same lead times as referred in Section 4.1 above shall apply to them. In case of unforeseen tenders that could not have been forecasted by BeiGene, Celgene shall be informed by BeiGene as promptly as possible and the Parties will use Commercially Reasonable Efforts to try to deliver the order in a shorter time frame as normally required under Section 4.1, it being understood however that Celgene shall not be held liable whatsoever in case it fails to do so. Large tenders shall not be subject to the maximum annual delivery limitations referred to in Section 4.2, and may therefore be placed in addition to orders made pursuant to the terms and conditions set out in Sections 4.1 and 4.2 above. Furthermore, BeiGene ...
Forecasts and Ordering. (i) Within [*] days after the approval of the Initial Development Plan, Amersham shall provide Corixa with its projected requirements for Corixa Iodine I 131 Tositumomab through [*] in accordance with the Amersham Forecast mechanism set forth in Section 3.1(b). Unless the JDC agrees otherwise, Amersham shall include in all of its forecasts and firm orders and specifically identify within such forecasts and firm orders, those quantities of Corixa Iodine I 131 Tositumomab intended for use in an Initial Approval Clinical Trial in the Territory, as decided by the JDC or Corixa pursuant to Section 4.6 of the License Agreement. Amersham shall update such forecast for its entire projected requirements of Corixa Iodine I 131 Tositumomab quarterly. Such forecasts shall be consistent with the quantities of Corixa I 131 Tositumomab set forth in Section 3.2(b).
(ii) On the Effective Date and on the first day of each month thereafter, Amersham will submit a rolling [*] month forecast to Corixa for Corixa I 131 Tositumomab in the Territory (the "Corixa I 131 Tositumomab Forecast"). The Corixa I 131 Tositumomab Forecast shall be consistent with (A) the forecasting and ordering mechanisms required under the Nordion Agreements and (B) the quantities of Corixa I 131 Tositumomab set forth in Section 3.2(b). Each Corixa I 131 Tositumomab Forecast shall cover, in weekly amounts, the [*] months that follow the month in which such forecast was submitted to Corixa.
(iii) Every Monday during the period that Corixa is supplying Corixa Iodine I 131 Tositumomab to Amersham, Amersham shall place a firm order for all Corixa Iodine I 131 Tositumomab that it wishes to receive, including for so long as applicable the Corixa Iodine I 131 Tositumomab designated for use in an Initial Approval Clinical Trial, during the week that is [*] after the week of such firm order. Such firm order shall be consistent with the quantities of Corixa I 131 Tositumomab set forth in Section 3.2(b) and shall be considered binding on Amersham. Subject to the next sentence, Amersham shall pay for all Corixa Iodine I 131 Tositumomab delivered pursuant to such a firm order in accordance with -------- * Confidential Treatment Requested.
Forecasts and Ordering. On a basis to be agreed between the parties following good faith discussions, the Commercial Supply Agreement shall contain a mechanism by which Equillium provides Biocon with rolling forecasts of its estimated requirements of Product to be supplied to it during the term of the Commercial Supply Agreement. Such forecasting mechanism will stipulate that the Products estimated to be supplied during a particular time frame in the rolling period (not to exceed the first […***…] calendar quarter periods of each forecast) will constitute a firm binding purchase order by Equillium for those Products. The parties shall also agree on an upper maximum limit (measured as a percentage beyond […***…]% of the quantity of Products set out in a binding forecast (“Additional Quantities”)) of Products to be supplied pursuant to a binding forecast, subject to Biocon’s facility having the capacity to manufacture more than […***…]% of the quantity of Products set out in a binding forecast at the relevant time.
Forecasts and Ordering. A. If Registration/Commercialization is Expected by [*].
Forecasts and Ordering. All forecasts will be reasonable and made in good faith with the understanding that LJP will rely on these forecasts for planning its
Forecasts and Ordering. By the last day of each calendar quarter, Telik shall provide Organichem with a forecast containing: (a) a purchase order for Product to be manufactured during the [*] calendar quarters thereafter (the purchase order for the [*] quarters having been issued with the previous forecast, on an ongoing basis), which shall constitute an affirmative obligation for Telik to purchase and for Organichem to manufacture (subject to Section 1.4 below) such Product; and (b) a forecast for the following [*] quarters, which shall constitute Telik’s good faith estimate of expected purchases of Product, but shall not constitute an obligation to manufacture or purchase the Product. The purchase order shall be for a quantity not less than [*] of the forecast for such quarter made one quarter before. For the avoidance of doubt and by way of CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. example, on or prior to any September 30 during the term of this Agreement, Telik will address the then upcoming year as follows:
Forecasts and Ordering. 20 6.1 Forecasts............................................................... 20 6.2 Ordering................................................................ 20 Section 7. Marketing, Sales and Technical Support................................. 21 7.1 Sales Training and Promotional Efforts.................................. 21
Forecasts and Ordering. 4.1 Intent - LJP will attempt to meet all of Abbo▇▇'▇ ▇▇▇uirements for Substance. Abbo▇▇ ▇▇▇ LJP recognize that it is difficult to accurately forecast new product material requirements, especially during the launch of a new product. Nonetheless, the parties understand that this Appendix is designed to permit LJP to plan the size of its manufacturing facility, and its production schedules to meet Abbo▇▇'▇ ▇▇▇ds in an uncertain situation. The parties agree to cooperate closely in order to assure an efficient and effective process. LJP will, with the assistance of Abbo▇▇, ▇▇entify and qualify back-up vendors in the DMF and U.S. NDA and other equivalent regulatory filings as deemed necessary by the parties. It is recognized that LJP may have certain limitations during manufacturing start-up including a manufacturing learning curve, staffing, and raw material lead times. Abbo▇▇ ▇▇▇ll provide purchase orders and forecasts to LJP with sufficient notice and in sufficient quantities to allow LJP to meet its obligation to supply Substance.
Forecasts and Ordering. As soon as practicable after the Effective Date, the Parties, through a project team or subcommittee of the JDCC, shall discuss the timeline and activities required to commence the Final Manufacturing in the Territory. By [***], [***], the Parties or Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. their Affiliates shall enter into a side letter agreement setting forth the Parties’ respective obligations regarding the Manufacture and supply of Bulk Product for Otsuka’s performance qualification and process validation testing on the Product. In addition, within [***] ([***]) days after the Effective Date, the Parties or their Affiliates shall enter into one or more supply agreement(s) setting forth the Parties’ respective obligations regarding the Manufacture and supply of Bulk Product for use in the Final Manufacturing of Product for clinical trials and for commercial sale and promotional sampling. At a later date, when applicable, the Parties or their Affiliates shall enter into one or more supply agreement(s) setting forth the Parties’ respective obligations regarding the manufacture and supply of Secondary Packaged Product. Each such supply agreement (each a “Supply Agreement”) shall contain reasonable and customary terms and conditions, including, e.g., specifications, changes to Manufacturing process or specifications, forecast, ordering, shipment and delivery, safety stock provisions, back-up facilities, failure to supply (including appropriate remedies in the event of a failure to supply), audit and inspection, shortage allocation, acceptance and rejection, supply of Product for investigational use, including process validation and performance qualification testing, as well as provisions consistent with this Article 10 and Article 11 of this Agreement. The Supply Agreements collectively shall govern ARIAD’s obligation to Manufacture or have Manufactured and supply or have supplied all of Otsuka’s and its Sublicensees’ requirements of Bulk Product and Secondary Packaged Product for the Territory, including for clinical trials, promotional sampling and for commercial requirements. In the event of a conflict between the terms of a Supply Agreement and the terms of this Agreement, the provisions of this Agreemen...