Common use of Forecasts and Ordering Clause in Contracts

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 Day of any given month, then the new Forecast for such new twelve month period shall be deemed to be the prior Forecast, adjusted by shifting the monthly quantities up one month (i.e, the quantity that used to be forecasted for month two will instead be the quantity for month one) with the new amount forecasted for month twelve being the same as the amount for the new month eleven.

Forecasts and Ordering. 5.1 Forecasts (a) Upon execution Promptly following the Effective Date, Teoxane shall submit to Revance a rolling [*] ([*])-month forecast (the “Forecast”) setting forth ▇▇▇▇▇▇▇’s anticipated orders of this Agreement each Product (excluding Product Samples) for each month of such Forecast. The Forecast shall be updated on or before the first day of each following Calendar Month during the Term. Until the later of (i) the date of the receipt of the Regulatory Approvals for the Product in the Field in the first country of the Territory and (ii) the first date of delivery of Products to such first country in the Territory communicated by Revance, the Forecast will be non-binding; from and after such date, the first [*] ([*]) months of each Forecast shall be binding on the first Parties for each Product covered by such Forecast (the “Binding Forecast”). The remaining [*]([*]) months of each month thereafterForecast shall be a good faith estimate on the part of Teoxane as to its expected needs, but shall not be binding on either Party. (b) Revance shall supply to Teoxane the Owner will deliver quantities of each Product and Product Samples ordered by Teoxane pursuant to one (1) or more purchase orders. Teoxane shall submit one (1) purchase order to Revance per Calendar Quarter. Each purchase order shall be for at least the quantity of each Product and Product Samples equal to the Vendor written forecasts then-current Binding Forecast; provided that if Teoxane submits a Purchase Order for a quantity of any Product and Product Samples that exceeds [*] (a "Forecast"[*]%) specifying its estimate of the quantity of each type of such Product that it expects and Product Samples included in the then-current Binding Forecast, Revance shall not be obligated to supply such excess quantity to Teoxane. (c) Each purchase on a month to month basis during the twelve (12) months following the date of such Forecast (a "Forecast Period"), which order shall be treated as follows; specify: (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; order number; (ii) the quantities forecasted of each Product and/or Product Sample to be ordered during the second month of each such Forecast Period shall be considered reasonably accurate estimates of prospective Delivery Orders purchased by, and accordinglysupplied to, 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 OwnerTeoxane; 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 delivery dates 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 Ownershipping instructions with respect thereto; and (iv) quantities forecasted Teoxane’s billing address for Revance’s invoice; (v) the applicable Supply Price; and (vi) any other information necessary to be ordered during months four (4) through twelve (12) ensure the timely production and delivery of each such Forecast Period will only Product and/or Product Sample. The quantities of each Product and/or Product Samples specified in each purchase order shall be estimates of prospective Delivery Ordersin full Batch increments. Revance shall confirm to Teoxane all purchase orders that are properly submitted (i.e., with no omissions or errors), including quantities, pricing, and subsequent Forecasts and actual Delivery Orders may completely vary and be completely changeable by the Owner in its absolute discretiondelivery dates, within [*] ([*]) days after receipt. The first Forecast to be delivered by the Owner to the Vendor is attached hereto as Schedule 8 and is Any purchase orders not expressly accepted or rejected 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 Day of any given month, then the new Forecast for such new twelve month period Revance shall be deemed to have been accepted. The Parties hereby agree that the terms and conditions of this Agreement shall supersede any term or condition in any purchase order that is in any way inconsistent with these terms and conditions. (d) Revance shall promptly notify Teoxane in writing of any event or circumstances that reasonably would be the prior Forecast, adjusted expected to materially adversely affect Revance’s ability to timely supply Teoxane’s requirements of any Product or Product Samples as reflected in Forecasts provided by shifting the monthly quantities up one month (i.e, the quantity that used to be forecasted for month two will instead be the quantity for month one) with the new amount forecasted for month twelve being the same as the amount for the new month elevenTeoxane.