Forecasts and Orders. Commencing prior to, but no later than [***] months before, Market Launch, and thereafter on or before the last Business Day of each month, Bioventus shall provide a forecast of its and the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders for the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast (unless this is the initial Forecast).
Appears in 2 contracts
Sources: Supply Agreement (Bioventus Inc.), Supply Agreement (Bioventus Inc.)
Forecasts and Orders. Commencing (a) On or prior toto the Effective Date, but 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 later 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 [***] months before, Market Launch, and thereafter on or before until fixed by the last Business Day of each month, Bioventus shall provide a forecast of its and subsequent forecast; provided that the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders for aggregate adjustment from the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast 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 [**].
(unless 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 is subsection (ii) shall be provided monthly, no less than 20 days prior to the initial Forecast)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 schedule.
Appears in 2 contracts
Sources: License Agreement (Collagenex Pharmaceuticals Inc), License Agreement (Collagenex Pharmaceuticals Inc)
Forecasts and Orders. Commencing 3.1 No later than 180 days prior toto the Manufacturing Commencement Date, but NCH shall provide to Supplier a written forecast of the quantities of Licensed Products that NCH anticipates ordering from Supplier during the twelve (12) month period commencing on the Manufacturing Commencement Date, and thereafter, in order to assist Supplier in planning production, NCH shall update such forecast with a twelve (12) month rolling forecast of the quantities of Licensed Products required by NCH, by month. It is understood that such forecasts are intended to be estimates only, and shall not be binding upon NCH. Notwithstanding the foregoing, NCH shall be bound to purchase from Supplier one hundred percent (100%) of those quantities of Licensed Products set forth in each such forecast as being NCH's requirements of Licensed Products for the first three (3) months of each twelve (12) month period. NCH shall communicate any changes to its forecasts as soon as the changes are known by NCH. NCH shall use commercially reasonable efforts to ensure the accuracy of its forecasts. Supplier shall, no later than [***] months before, Market Launch, and thereafter on or before the last Business Day ten (10) business days after receipt of each monthsuch forecast, Bioventus shall provide a forecast notify NCH in writing of its and the Purchasers’ any prospective problems of which it is aware that might prevent it from meeting NCH's forecasted order quantities or estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”)delivery dates. Such beginning month of each Forecast Unless Supplier so informs NCH that it would have problems in meeting NCH's forecasted requirements, Supplier shall be referred obligated to below as “Month 1” and each subsequent month use commercially reasonable efforts to deliver during any calendar year, pursuant to purchase orders provided under Section 3.2 of this Agreement, up to one hundred twenty percent (120%) of NCH's forecasted purchases for that calendar year. Supplier shall be numbered sequentially. The initial Forecast further use commercially reasonable efforts to comply with orders for Licensed Products in excess of such one hundred twenty percent (120%) amount.
3.2 At least four (4) weeks prior to the date on which NCH desires to have Product delivered, NCH shall be accompanied by Firm Orders furnish to Supplier a binding purchase order for the quantity of Licensed Product set forth in Months 1Products which NCH shall purchase and Supplier shall deliver, 2 and 3 which orders shall be consistent with its forecasts. Supplier shall, within five (5) business days after its receipt of such Forecastpurchase order, acknowledge such receipt and confirm that the order can be supplied. The Should Supplier fail to do so, then the purchase order shall be deemed to have been accepted by Supplier. Each such purchase order shall designate the quantity of Licensed Products ordered and the date by which Supplier must deliver the Licensed Products to NCH.
3.3 Supplier shall use commercially reasonable efforts to accommodate any NCH requests for Licensed Products in excess of the quantities described in any previously-submitted purchase order, or for delivery of Licensed Product set forth sooner than that allowed pursuant to this Article 3. Should NCH's business conditions necessitate reduction or delay in Months 4purchase order requirements, 5 and 6 of each Forecast after then Supplier shall use its commercially reasonable efforts to implement such requested changes. Notwithstanding the initial Forecast foregoing, Supplier shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, take any action in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up response to and including Month 24 of the Forecast, any such requests which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth would result in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month charges to NCH in addition to those set forth in the previous Forecast respective purchase order without NCH's prior written consent.
3.4 If for any reason Supplier experiences any shortage of any input used by Supplier in manufacturing the Licensed Products, including without limitation, Raw Materials, labor and plant capacity (unless this each an "Input"), and is therefore unable to supply NCH with the initial Forecast)full quantity of Licensed Products ordered by it and accepted by Supplier by the date set forth in the purchase order, then NCH shall be entitled to the same proportionate quantity of the Input as the quantity of the Input used by Supplier in manufacturing Licensed Products for NCH in the twelve (12) months preceding the shortage bears to the total quantity of the Input used by Supplier in manufacturing products for all its customers, during such period.
3.5 NCH shall be liable for obsolescence of Raw Materials resulting from NCH switching to an alternate supplier pursuant to Section 2.4.
Appears in 1 contract
Forecasts and Orders. Commencing prior to, but no Not later than [***] six months beforeafter submission of the NDA for a Product or other applicable regulatory filing, Market LaunchCYTOB will provide AMAR with a 12-month forecast of CYTOB’s requirement of each Product, which forecast will include designation of whether such Product shall be provided in bulk or Unit form, for which an NDA, or other applicable regulatory filing, has been submitted, on a Product basis, as follows:
(a) During the period commencing six months after submission of an NDA, or other applicable regulatory filing, for a Product through the end of the fourth full calendar quarter following the First Commercial Sale of that 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 thereafter on or before the last Business Day of each month, Bioventus shall provide a forecast of its and the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentiallylike. The initial Forecast shall first two quarters of the 12-month forecast will be accompanied stated in monthly requirements. AMAR will inform HBL and ask HBL to stock a minimum amount of Product equal to the second two quarters of the 12-month forecast. The first three months of the 12-month forecast will be firm orders to purchase. The second three months will be allowed to be flexed from the previous forecast by Firm Orders for plus or minus _____% per month until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast forecast for such three-month period shall not exceed _____% in aggregate during that three-month period. For example, if CYTOB’s forecast for the first three months was for _____ Units and its forecast for the second three months was for _____ Units, the maximum number of Units CYTOB could order at the time the second three-month period becomes fixed would be _____ Units (unless i.e., _____% of _____ Units plus the _____ Units originally forecast). The last two quarters of any 12-month forecast will be an estimate and not binding.
(b) Following the end of the fourth full calendar quarter following the First Commercial Sale of a Product, CYTOB will provide to AMAR a rolling 12-month forecast for each Product with the first three 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. It is understood that AMAR will not maintain Product inventory. Nothing in this Agreement shall obligate AMAR to stock Product. CYTOB agrees to purchase a sufficient amount of Product to enable CYTOB to carry sufficient inventory to allow for fluctuations in sales demand so as to allow AMAR reasonable lead-time to meet increased demand. AMAR will use commercially reasonable efforts to meet any increase in demand in excess of the initial Forecast)allowed adjustment, but will not be obligated to do so. All forecasts will be made by CYTOB to AMAR 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 schedule.
Appears in 1 contract
Sources: License and Supply Agreement (Amarillo Biosciences Inc)
Forecasts and Orders. Commencing prior to, but no Not later than [***] six months beforeafter submission of the NDA for a Product or other applicable regulatory filing on a country-by-country basis, Market LaunchBME will provide ABI with a 12-month forecast of BME's requirement of each Product, which forecast will include designation of whether such Product shall be provided in bulk or Unit form, for which an NDA, or other applicable regulatory filing, has been submitted, on a Product basis, as follows:
(a) During the period commencing six months after submission of an NDA, or other applicable regulatory filing, for a Product through the end of the fourth full calendar quarter following the First Commercial Sale of that 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 thereafter on or before the last Business Day of each month, Bioventus shall provide a forecast of its and the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentiallylike. The initial Forecast shall first two quarters of the 12-month forecast will be accompanied stated in monthly requirements. The second two quarters of the 12-month forecast will be total requirement by Firm Orders for stock keeping unit and will be stated as quarterly requirements. The first three months of the 12-month forecast will be firm orders to purchase. The second three months will be allowed to be flexed from the previous forecast by plus or minus 25% per month until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast forecast for such three-month period shall not exceed 50% in aggregate during that three-month period. For example, if BME's forecast for the first three months was for 100 Units and its forecast for the second three months was for 200 Units, the maximum number of Units BME could order at the time the second three-month period becomes fixed would be 300 Units (unless i.e., 50% of 200 Units plus the 200 Units originally forecast). The last two quarters of any 12-month forecast will be an estimate and not binding.
(b) Following the end of the fourth full calendar quarter following the First Commercial Sale of a Product, BME will provide to ABI a rolling 12-month forecast for each Product with the first three 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. **** Indicates that a portion of the text has been omitted and filed separately with the Commission. It is understood that ABI will not maintain Product inventory in excess of the initial Forecast)applicable forecast, but will produce Product upon receipt of that portion of BME's forecasts that constitute firm orders to purchase. Nothing in this Agreement shall obligate ABI to deliver Product if HBL is unable for any reason to provide Product. BME agrees to purchase a sufficient amount of Product to enable BME to carry sufficient inventory to allow for fluctuations in sales demand so as to allow ABI reasonable lead-time to meet increased demand. ABI will use commercially reasonable efforts to meet any increase in demand in excess of the allowed adjustment, but will not be obligated to do so. All forecasts will be made by BME to ABI 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 schedule.
Appears in 1 contract
Sources: License and Supply Agreement (Amarillo Biosciences Inc)
Forecasts and Orders. Commencing prior to, but no (a) Not later than [six months following submission of the NDA for a Product or other applicable regulatory filing on a country-by-country basis, Atrix will provide ABI with a 12 month forecast of Atrix's requirement of each Product, which forecast will include designation of whether such Product shall be provided in bulk or Unit form, for which an NDA, or other applicable regulatory filing, has been submitted, on a Product-by-Product basis, as follows:
(i) During the period commencing six months following submission of an NDA, or other applicable regulatory filing, for a Product through the end of the fourth full calendar quarter following the First Commercial Sale of that 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 three months of the 12 month forecast will be firm orders to purchase. The second three months will be allowed to be flexed from the previous ***] months before, Market Launch, and thereafter on * Indicates that a portion of the text has been omitted Confidential forecast by plus or before minus 25% per month until fixed by the last Business Day of each month, Bioventus shall provide a forecast of its and subsequent forecast; provided that the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders for aggregate adjustment from the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast forecast for such three month period shall not exceed 50% in aggregate during that three month period. For example, if Atrix's forecast for the first three months was for 100 Units and its forecast for the second three months was for 200 Units, the maximum number of Units Atrix could order at the time the second three month period becomes fixed would be 300 Units (unless i.e., 50% of 200 Units plus the 200 Units originally forecast). The last two quarters of any 12 month forecast will be an estimate and not binding.
(ii) Following the end of the fourth full calendar quarter following the First Commercial Sale of a Product, Atrix will provide to ABI a rolling 12 month forecast for each Product with the first three 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) It is understood that ABI will not maintain Product inventory in excess of the initial Forecast)applicable forecast, but will produce Product upon receipt of that portion of Atrix's forecasts that constitute firm orders to purchase.
Appears in 1 contract
Forecasts and Orders. Commencing prior to, but By no later than [***] months beforeeach year during the Term, Market LaunchBuyer undertakes to provide Seller with an annual non-binding forecast taking into account any seasonality effect that would reasonably be expected to impact Buyer’s business, the regularity of Buyer’s production pace and thereafter on or the regularity of its Orders over a calendar year; provided that (i) with respect to 2020, Buyer undertakes to provide Seller with an annual non-binding forecast for such calendar year no later than [***] and (ii) with respect to the quantities of Product Ordered by Buyer to be Delivered in [***], Buyer shall inform Seller of such quantities and their quarterly allocation over the year by no later than [***] each year. With regard to 2020, Buyer shall inform Seller of the quantities to be Delivered in [***] before [***]. In addition to the annual non-binding forecast, Buyer undertakes to provide Seller with a [***] binding rolling forecast at least thirty (30) days before the last Business Day starting date of each month, Bioventus shall provide a forecast of its and the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning rolling forecast, detailing Product, quantities, packaging and delivery points; provided that with the following month (respect to 2020, Buyer undertakes to provide Seller with a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders binding forecast for the quantity balance of Licensed Product set forth Q1 2020 no later than [***]. In any event, Seller shall confirm in Months 1, 2 and 3 writing its acceptance of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least Buyer’s [***] percent binding rolling forecast within ten ([***]%), but 10) Business Days from the date of receipt by Seller. In the event that Buyer does not more than receive such written acceptance within such 10 (ten) Business Day period and the relevant forecast shall be deemed to be accepted by Seller. In case Buyer fails to provide Seller with its [***] percent ([***]%) (“Firm Order Maximum Quantities”)binding rolling forecast, of Buyer shall purchase the quantities of Licensed Product for months 4, 5 and 6, respectively, set forth in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith annual non-binding guidance estimates. For exampleforecast, (i) the Forecast submitted that then become binding on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least Buyer on a rolling [***] percent ([***]%)basis, until such time as Buyer provides such binding rolling forecast and not more than [***] percent ([***]%), provided Seller confirms its acceptance of such quantities for such month set forth in the previous Forecast (unless this is the initial Forecast)it.
Appears in 1 contract
Forecasts and Orders. Commencing prior to5.1 Neurex will keep Mallinckrodt reasonably informed of the regulatory development of SNX-111 including the status of clinical trials and filing of the NDA with the FDA so that Mallinckrodt may anticipate when to prepare for commercial production of an FDA approved SNX- 111. Mallinckrodt shall keep all such information confidential. At the beginning of the Calendar Half-Year starting on April 1, 1997, and at the beginning of each Calendar Half-Year thereafter during the term of this Agreement, Neurex will provide Mallinckrodt with a written twelve (12) month rolling forecast of the quantities of Product that Neurex expects to purchase during each of the next twelve (12) months. The first six (6) months of each forecast shall constitute firm orders deliverable as provided in Section 5.2, except for the period October 1, 1998 to December 31, 1998 for which the order period will be three (3) months. The balance of each twelve month forecast given by Neurex pursuant to this Section 5.1 is not a firm commitment on the part of Neurex to order the quantities of the Product set forth therein, but no later than [***] months before, Market Launch, and thereafter on or before are given so that Mallinckrodt will have aufficient information upon which to schedule its manufacturing operations so as to be able to meet Neurex's firm orders for the last Business Day Product that may be placed pursuant to Section 5.2.
5.2 At the beginning of each monthCalendar Half-Year, Bioventus Neurex shall provide a forecast of its and submit the Purchasers’ estimated monthly requirements of Licensed Product for the [***] six (6) month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders firm orders in writing for the quantity of Licensed the Product set forth in Months desired by Neurex at least six (6) months prior to the delivery date, except for the period October 1, 2 1998 to December 31, 1998 for which the order period will be three (3) months, and 3 of Mallinckrodt shall supply such Forecast. The quantities of Licensed the Product set forth in Months 4accordance with Schedule D attached hereto and made a part hereof.
5.3 Mallinckrodt shall ship the Product in a container closure system described in Schedule E attached hereto and made a part hereof at Neurex's expense in accordance with Neurex's instructions, 5 and 6 FOB Mallinckrodt's plant. For purposes of each Forecast after the initial Forecast this Agreement, delivery of Product by Mallinckrodt to Neurex shall be for deemed to have taken place upon acceptance of delivery by a quantity of Licensed Neurex-designated carrier at Mallinckrodt's plant.
5.4 Title to all finished Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up shall pass to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted Neurex on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast (unless this is the initial Forecast)delivery.
Appears in 1 contract
Forecasts and Orders. Commencing prior to2.1 LD shall provide ▇▇▇▇ with a twelve (12) month forecast estimating the number of Products, but no later than [***] months beforeaccording to LD's market projections, Market Launchthat LD anticipates it shall purchase from ▇▇▇▇ during the upcoming twelve (12) month period. LD shall thereafter update the rolling forecast on a monthly basis for the then-upcoming twelve-month period ("Current Rolling Forecast"). ▇▇▇▇ shall use the Current Rolling Forecast to procure materials and plan manufacturing capacity. LD shall purchase 100% of the Product requirements, and thereafter on or before ▇▇▇▇ agrees to use all reasonable efforts to ship I 00% of the last Business Day Product requirements, indicated in the first two (2) months of each monthany then Current Rolling Forecast. For the second two (2) months of any then Current Rolling Forecast, Bioventus LD shall provide commit to purchase a forecast minimum of its 70%, and ▇▇▇▇ shall commit to use all reasonable efforts to supply up to a maximum 130%, of the Purchasers’ estimated monthly requirements forecasted amount of Licensed Product for Product. For the [***] month period beginning with third two (2) months of any then Current Rolling Forecast, LD shall commit to purchase a minimum of 50%, and ▇▇▇▇ shall commit to use all reasonable efforts to supply up to a maximum 150%, of the following month (a “Forecast”). Such beginning month forecasted amount of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentiallyProduct. The initial Forecast shall be accompanied by Firm Orders for the quantity final six (6) months of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial any then Current Rolling Forecast shall be for planning purposes only. Purchase Orders spelling out specific quantities, delivery dates and destinations shall be issued in accordance with this Agreement, and shall be incorporated into, and be a quantity material part of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), this Agreement All delivery schedules are by mutual agreement and subject to the capacity of available Tooling. ▇▇▇▇ will notify LD of the quantities Tooling capacity limitations. Long lead time components will be covered by a separate authorization-to-buy from LD.
2.2 The terms of Licensed Product this Agreement shall govern orders for months 4Products. Except as specifically provided in Section 2.1 above, 5 pre-printed or other terms and 6conditions contained in LD's purchase orders shall not apply unless agreed by ▇▇▇▇ in writing.
2.3 ▇▇▇▇ agrees to use all commercially reasonable efforts to fill all Purchase Orders for Products placed by LD under this Agreement, respectively, in if within the immediately prior Forecast. The Current Rolling Forecast will also include and purchase order lead time as agreed upon by the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Ordersparties, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast (unless this is the initial Forecast).to notify LD within five
Appears in 1 contract
Sources: Manufacturing Agreement
Forecasts and Orders. Commencing (a) On or prior toto the Effective Date, but no later than [***] months before, Market Launch, and thereafter on or before the last Business Day of each month, Bioventus shall CollaGenex will provide Atrix with a 12 month forecast of its and the Purchasers’ estimated monthly CollaGenex's requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders for the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and Product, on a Product-by-Product basis, including Month 24 of the ForecastProfessional Samples, which shall all constitute good faith non-binding guidance estimates. For example, as follows:
(i) During the Forecast submitted on or before 31 December 2018 shall cover first four calendar quarters following the period from 1 January 2019 through 31 December 2020First Commercial Sale of each Product, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 forecasts shall be Firm Ordersprovided 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 (iii) the quantities like. The first two quarters of Licensed Product set forth for April 2019, May 2019 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 June 2019 shall will be at least [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 [ ]***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month * until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity set forth in the previous Forecast 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 [ ]**
(unless 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 is subsection (ii) shall be provided monthly, no less than 20 days prior to the initial Forecast)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 schedule.
Appears in 1 contract