Common use of Forecasts and Ordering Clause in Contracts

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 shall provide Celgene with, and thereafter update as the case may be, a tender calendar, showing all tenders BeiGene is participating in and reasonably expects to participate in within the Territory.

Forecasts and Ordering. 4.1 In order to facilitate Celgene's supply planning At least [**] Business Days in advance of the Product, BeiGene shall provide Celgene not later than [...***...] prior to the beginning commencement of each calendar yearmonth, a Idenix US shall provide Novartis with its monthly rolling forecast of the quantities of LdT Finished Product that Idenix US estimates it will be requiring for the coming [...**] months. Idenix US shall be obligated to purchase at least [*...*] non-binding estimate of BeiGene’s requirement percent ([**]%) 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 quantity estimated for the next [...**]-month period during such upcoming [*...*]-month period, and Novartis shall be obligated to supply up to [**] percent ([**]%) of such estimated quantity during the upcoming [**]-month period. Such The first [**] months of each rolling forecast shall be non-binding with considered firm orders, thereby committing Idenix US to purchase and Novartis to sell the exception stated amount of LdT Finished Products, and Idenix US shall raise the corresponding firm orders in writing, on stock keeping units basis to Novartis at the same time when submitting its monthly forecast. Idenix US shall purchase [**] percent ([**]%) of the forecast LdT Finished Products specified in each firm order. Idenix US shall specify in each firm order (a) the quantity of the LdT Finished Products ordered, (b) the delivery location(s) for [...***...]such quantity, reflected therein for which quantities are considered firm. BeiGene shall place a firm purchase order accordingly (hereinafter a “Firm Purchase Order”c) the requested delivery date(s), requesting a shipping date from Celgene’s warehouses and (d) any export/import information required to enable Novartis to deliver the order. Novartis in its sole discretion may reject any order that is at least [...***...] after the date does not comply with this Agreement and all other orders that comply with this Agreement will be accepted. Orders will be deemed accepted by Novartis unless Novartis provides notification of ordering. [...***...]. 4.2 Celgene shall confirm its acceptance of each Firm Purchase Order placed rejection in accordance with Section 4.1 the immediately preceding sentence, along with the reason for rejection, to Idenix US within [...***...] from the date five (5) Business Days of receipt by Novartis of such the firm order. Once accepted, such Firm Purchase Order, to To the extent that it has been acceptednot inconsistent with this Agreement, will become binding on both Parties Idenix US shall comply with the minimum order quantities 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 order lead times as referred defined in Section 4.1 above shall apply to them. In case of unforeseen tenders that could not have been forecasted by BeiGene, Celgene the Customer Trading Service Procedure ("TSP") in the form attached hereto as Exhibit B and which shall be informed by BeiGene as promptly as possible executed and delivered on 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 shall provide Celgene with, and thereafter update as the case may be, a tender calendar, showing all tenders BeiGene is participating in and reasonably expects to participate in within the TerritoryEffective Date.