Common use of Forecasts and Orders Clause in Contracts

Forecasts and Orders. At least seven (7) months prior to the expected receipt of a Regulatory Approval with respect to a Product in a Territory, Alvogen shall provide to Alvotech a twenty-four (24) month forecast of its requirements for such Product (each such forecast, an “Initial Forecast”). Thereafter, Alvogen shall, on a monthly basis, provide to Alvotech a twenty-four (24) month rolling forecast of its anticipated requirements for each Product, and, beginning on the six (6) month anniversary of the Exercise Notice Delivery Date, the quantity of such Product, if any, that a Designated Manufacturer shall manufacture pursuant to Article VIII (the “Rolling Forecast” and, together with the Initial Forecast, the “Forecasts”). As used herein, the term “Short-Term Forecast” means the first seven (7) calendar months of the most recent Forecast, the term “Fixed Requirements Month” means the first, second or third calendar month set forth in a Short-Term Forecast, the term “Variable Requirements Month” means the fourth, fifth, sixth or seventh calendar month set forth in a Short-Term Forecast, and the term “Anticipated Monthly Product Requirements” means, with respect to a given Product, the amounts set forth in the Short-Term Forecast with respect to such Product for a given calendar month. The Forecasts shall represent reasonable estimates for planning purposes only, which Alvogen shall be entitled to revise in future Forecasts, subject to the terms of this Section 7.1. Alvogen may adjust the Anticipated Monthly Product Requirements with respect to a given Product for each Variable Requirements Month set forth in each Short-Term Forecast to an amount not to exceed one hundred twenty-five percent (125%) or to be less than seventy-five percent (75%) of the Anticipated Monthly Product Requirements for such Product set forth in the Short-Term Forecast the first time that such calendar month became a Variable Requirements Month. Alvogen may not change the Anticipated Monthly Product Requirements for a calendar month once such calendar month becomes a Fixed Requirements Month. Subject to the terms of this Section 7.1, Alvogen shall purchase one hundred percent (100%) of the Anticipated Monthly Product Requirements for each Fixed Requirements Month set forth in each Short-Term Forecast less the amount, if any, of the Anticipated Monthly Product Requirements to be manufactured by a Designated Manufacturer in accordance with Article VIII (the “Obligated Purchases”).

Forecasts and Orders. At least seven (7) months prior to A. Upon the expected receipt execution of a Regulatory Approval with respect to a Product in a Territorythis Agreement, Alvogen BTL shall provide HNS with a twelve (12) month written forecast of DSS Equipment estimating its orders hereunder for deliveries commencing in the first calendar month following the month in which the parties have agreed in writing that the prototype of the Commercial System is in full compliance with this Agreement, as contemplated by Section 4.B hereof. Thereafter, on or before the last business day of each month during the Term hereof, such then-current month being called "MO", BTL shall submit to Alvotech HNS a twenty-four written update of its twelve (2412) month forecast of its requirements orders for DSS Equipment deliveries, such Product (months being called "M1" through "M12". BTL shall provide at its sole cost and expense, a single point of contact for all such forecasts, and voice access between HNS order management systems and such single point of contact. B. The volumes and Equipment included in ▇▇, ▇▇, and M3 shall constitute a firm non-modifiable, non cancelable purchase order. The volumes and Equipment included in ▇▇, ▇▇, ▇▇, ▇▇▇, M11 and M12 of each such forecast, an “Initial Forecast”). Thereafter, Alvogen shall, on a monthly basis, provide to Alvotech a twenty-four (24) month rolling forecast of its anticipated requirements for each Product, and, beginning on the six (6) month anniversary of the Exercise Notice Delivery Date, the quantity of such Product, if any, that a Designated Manufacturer shall manufacture pursuant to Article VIII (the “Rolling Forecast” and, together with the Initial Forecast, the “Forecasts”). As used herein, the term “Short-Term Forecast” means the first seven (7) calendar months of the most recent Forecast, the term “Fixed Requirements Month” means the first, second or third calendar month set forth in a Short-Term Forecast, the term “Variable Requirements Month” means the fourth, fifth, sixth or seventh calendar month set forth in a Short-Term Forecast, and the term “Anticipated Monthly Product Requirements” means, with respect to a given Product, the amounts set forth in the Short-Term Forecast with respect to such Product for a given calendar month. The Forecasts shall represent reasonable estimates be for planning purposes onlyonly and shall not constitute a firm purchase order. Each M4 forecast shall constitute a firm, non-modifiable, non-cancelable purchase order for at least 50% of the volume stated therein, each M5 forecast shall constitute a firm, non-modifiable, non-cancelable purchase order for at least 30% of the volume stated therein and each M6 forecast shall constitute a firm, non-modifiable, noncancelable purchase order for at least 20% of the volume state therein. In addition, the relative proportions of the DSS Equipment included in the M4, M5 and M6 forecasts may not be changed unless HNS agrees that it has the material available for making a requested change. HNS will make reasonable efforts to respond to BTL's requests to change DSS Equipment stated in M4, M5 and M6 of the twelve (12) month forecasts. C. BTL shall order purchases of DSS Equipment hereunder by written purchase orders. The terms and conditions of this Agreement shall supersede any inconsistent provisions contained in BTL's purchase orders and in HNS's order acknowledgement, confirmation and invoice forms. Any inconsistent terms and conditions in any such forms used by either party hereto, shall be null and void unless adopted by BTL and HNS as an explicit written amendment to this Agreement. Each purchase order shall be subject to HNS's written acceptance thereof, which Alvogen acceptance shall not be unreasonably withheld. Shipment of DSS Equipment shall be entitled to revise in future Forecasts, subject to the terms of this Section 7.1. Alvogen may adjust the Anticipated Monthly Product Requirements with respect to a given Product for each Variable Requirements Month set forth in each Short-Term Forecast to an amount not to exceed one hundred twenty-five percent (125%) or to be less than seventy-five percent (75%) of the Anticipated Monthly Product Requirements for such Product set forth in the Short-Term Forecast the first time that such calendar month became a Variable Requirements Month. Alvogen may not change the Anticipated Monthly Product Requirements for a calendar month once such calendar month becomes a Fixed Requirements Month. Subject to the terms of this Section 7.1, Alvogen shall purchase one hundred percent (100%) of the Anticipated Monthly Product Requirements for each Fixed Requirements Month set forth in each Short-Term Forecast less the amount, if any, of the Anticipated Monthly Product Requirements to be manufactured by a Designated Manufacturer scheduled in accordance with Article VIII (the “Obligated Purchases”)such purchase orders and HNS's acceptance of such purchase orders.

Forecasts and Orders. At least seven (7a) months prior ABBOTT shall provide MEDIMMUNE on the tenth of the last month of each quarter with a three-year product forecast planning horizon. The rolling forecasts are to be broken down to single months. The forecasts within the first year (month 1 through 12) are firm orders and cannot be changed. The forecast for the second year (month 13 through 24) is a partly binding forecast which means that the forecast can be changed within this period. The forecast can be increased, but is limited to the expected receipt of following restrictions when decreased. Month 13 - 15 -- the forecast can be reduced by (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) Month 16 - 18 -- the forecast can be reduced by (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) Month 19 - 21 -- the forecast can be reduced by (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) Month 21 - 24 -- the forecast can be reduced by (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) The forecast for the third year (month 25 - 36) is a Regulatory Approval non-binding forecast. Notwithstanding the foregoing, MEDIMMUNE shall make every reasonable effort to comply with unplanned changes in FIRM ORDERS, but shall not be held liable for its inability to do so. In each FIRM ORDER for any month, ABBOTT shall state, after consultation with MEDIMMUNE, a reasonable delivery schedule for PRODUCTS to be delivered in that month. With respect to calendar year 1998, the parties shall agree on or before February 15, 1998, upon a Product in a Territory, Alvogen shall provide to Alvotech a twentyFIRM ORDER for that calendar year and the partly binding and non-binding estimates for the following twenty four (24) months. (b) Notwithstanding the foregoing, MEDIMMUNE reserves the right to spread the supply of PRODUCT throughout a CONTRACT YEAR (c) PRODUCT shall be provided to ABBOTT by MEDIMMUNE and shall be ordered by ABBOTT in 50 mg or 100 mg vials; without labeling or packaging. ABBOTT shall be responsible for the labeling and packaging of PRODUCT, at A▇▇▇▇▇'▇ sole cost and expense. (d) In any month forecast for which ABBOTT places an order, the order shall be no less than 1000 vials of its requirements PRODUCT, and MEDIMMUNE shall only be required to deliver PRODUCT to ABBOTT once in each month. (PAGE 8) 5.2 ABBOTT shall have sixty (60) days from receipt of any delivery of PRODUCT to examine such PRODUCT. ABBOTT shall promptly notify MEDIMMUNE of any defective PRODUCT and shall return to or otherwise dispose of any defective shipments in accordance with MEDIMMUNE'S instructions at MEDIMMUNE'S cost and expense. Subject to Section 3.4 MEDIMMUNE shall provide for such Product replacement delivery within one (each such forecast, an “Initial Forecast”). Thereafter, Alvogen shall, on a monthly basis, provide to Alvotech a twenty-four (241) month rolling forecast of its anticipated requirements for each Product, and, beginning on the six (6) month anniversary from existing production stock of the Exercise Notice Delivery Date, the quantity of such ProductTHIRD PARTY manufacturer, if any, that a Designated Manufacturer shall manufacture pursuant to Article VIII (the “Rolling Forecast” and, together with the Initial Forecast, the “Forecasts”). As used herein, the term “Short-Term Forecast” means the first seven (7) calendar months of the most recent Forecast, the term “Fixed Requirements Month” means the first, second or third calendar month set forth in a Short-Term Forecast, the term “Variable Requirements Month” means the fourth, fifth, sixth or seventh calendar month set forth in a Short-Term Forecastavailable, and the term “Anticipated Monthly Product Requirements” meansif not available, within twelve (12) months therefrom. Such replacement shall be A▇▇▇▇▇'▇ sole and exclusive remedy with respect to a given Product, the amounts set forth in the Short-Term Forecast with respect to such Product for a given calendar month. The Forecasts shall represent reasonable estimates for planning purposes only, which Alvogen shall be entitled to revise in future Forecasts, subject to the terms of this Section 7.1. Alvogen may adjust the Anticipated Monthly Product Requirements with respect to a given Product for each Variable Requirements Month set forth in each Short-Term Forecast to an amount not to exceed one hundred twenty-five percent (125%) or to be less than seventy-five percent (75%) of the Anticipated Monthly Product Requirements for such Product set forth in the Short-Term Forecast the first time that such calendar month became a Variable Requirements Month. Alvogen may not change the Anticipated Monthly Product Requirements for a calendar month once such calendar month becomes a Fixed Requirements Month. Subject to the terms of this Section 7.1, Alvogen shall purchase one hundred percent (100%) of the Anticipated Monthly Product Requirements for each Fixed Requirements Month set forth in each Short-Term Forecast less the amount, if any, of the Anticipated Monthly Product Requirements to be manufactured defective PRODUCT delivered by a Designated Manufacturer in accordance with Article VIII (the “Obligated Purchases”)MEDIMMUNE hereunder.

Forecasts and Orders. At least seven (7) months 4.1 Forecast. Commencing [*****] prior to the expected receipt anticipated date of a first Regulatory Approval with respect in any Major Market Country, Licensee shall submit to Acorda on or before the first Business Day of each month a [*****] rolling forecast that sets forth the total quantity of Product in a Territoryfor supply that Licensee either has ordered, Alvogen shall provide desires to Alvotech a twenty-four order, or expects to order from Acorda within the next [*****] period (24) month forecast of its requirements for such Product (each such forecast, an the “Initial Forecast”). ThereafterIn the Forecast, Alvogen shall, Licensee shall include a breakdown of the total quantity of Product forecast on a month-by-month and country-by-country basis. (a) Firm Period and Semi-Firm Period. Once Regulatory Approval for the Product has been received in a Major Market Country or the United States, the monthly basis, provide to Alvotech a twenty-four (24) month rolling forecast of its anticipated requirements for each Product, and, beginning on the six (6) month anniversary breakdown of the Exercise Notice Delivery Date[*****] of the Forecast shall include a firm, irrevocable order for the quantity first [*****] of such Productthe Forecast (“Firm Period”), if anywhich shall be the subject of a binding Purchase Order delivered in accordance with Section 4.5. For purposes of clarity, in the event that a Designated Manufacturer shall manufacture pursuant Forecast delivered to Article VIII (the “Rolling Forecast” and, together Acorda in accordance with the Initial Forecast, the “Forecasts”). As used herein, the term “Short-Term Forecast” means the first seven (7) calendar months of the most recent Forecast, the term “Fixed Requirements Month” means the first, second or third calendar month set forth in a Short-Term Forecast, the term “Variable Requirements Month” means the fourth, fifth, sixth or seventh calendar month set forth in a Short-Term Forecast, and the term “Anticipated Monthly Product Requirements” means, with respect to a given Product, the amounts set forth in the Short-Term Forecast with respect to such Product for a given calendar month. The Forecasts shall represent reasonable estimates for planning purposes only, which Alvogen shall be entitled to revise in future Forecasts, subject to the terms of this Agreement lists a total quantity of Product for supply for each of the first [*****] of such Forecast as zero (0), the Firm Order for such [*****] period shall be for a quantity of zero (0). The next [*****] of the Forecast period shall be a semi-firm period that is non-binding (“Semi-Firm Period”); provided, that, subject to Section 7.14.3(c), if Licensee requests more than a [*****] increase in the ordered quantities of Product for such Semi-Firm Period, Acorda shall have the right to change the lead time for delivery of the Product if such a change is commercially reasonable given the increase in ordered Product quantity. Alvogen may adjust The remainder of the Anticipated Monthly Product Requirements Forecast is non-binding. 4.2 Long-Term Forecast. Not later than July 1st in each Calendar Year, Licensee shall provide Acorda a [*****] forecast of its estimated requirements of the Product, broken down on an annual basis. For the avoidance of doubt, except with respect to a given Product for each Variable Requirements Month set forth any Firm Period included in each Shortsuch [*****] forecast and subject to Section 4.3(c), any long-Term Forecast to an amount not to exceed one hundred twenty-five percent (125%) or to be less than seventy-five percent (75%) of the Anticipated Monthly Product Requirements for such Product set forth in the Short-Term Forecast the first time that such calendar month became a Variable Requirements Month. Alvogen may not change the Anticipated Monthly Product Requirements for a calendar month once such calendar month becomes a Fixed Requirements Month. Subject to the terms of term forecast provided by Licensee under this Section 7.1, Alvogen 4.2 shall purchase one hundred percent (100%) of the Anticipated Monthly Product Requirements for each Fixed Requirements Month set forth in each Shortbe non-Term Forecast less the amount, if any, of the Anticipated Monthly Product Requirements to be manufactured by a Designated Manufacturer in accordance with Article VIII (the “Obligated Purchases”)binding.

Forecasts and Orders. At least seven (7a) months prior to the expected receipt of Buyer has provided Sellers with a Regulatory Approval with respect to a Product in a Territory, Alvogen shall provide to Alvotech a twentynon-four (24) month binding forecast of its purchases of Products for the Term within the Territory, said forecast being attached hereto as EXHIBIT B. (b) Within ten (10) business days of the Effective Date, Buyer shall update the forecast described in Paragraph 4.1 (a) Such amended forecast shall be a non-binding (except as provided in Paragraph 14.1(c)) forecast of their purchases of Products for the Term within the Territory ("Annual Forecast"). Each Product is to be identified in such Annual Forecast by individual SKU. (a) Every thirty (30) days during the term hereof, Buyer shall provide Sellers with a good faith, non-binding forecast of its purchases of Products during the next three (3) month period. Such forecasts shall be made recognizing the requirements for Batch Sizes and Lead Times as defined in Paragraph 4.2(b) hereof. (b) Sellers have presented Buyers with, and Buyers acknowledge the receipt of, a document listing the Products, the batch size used in the production of each such Product ("Batch Size"), and the lead times required to manufacture each of said Products ("Lead Times"), such document being appended hereto as EXHIBIT D. (a) Buyers shall authorize the manufacture and packaging of a Product by issuing a purchase order ("Purchase Order") to Sellers and Sellers shall fill such Purchase Orders (on a FIFO basis) from Sellers' stocks of Current Product existing as 42 of the Effective Date ("Stocks") or as necessary, Sellers shall manufacture and package, or have packaged, such Products. Each Purchase Order shall be in a form and contain terms previously agreed to by the parties. Each Purchase Order shall correspond to a total quantity of Product which is a whole number multiple of the applicable Batch Size as set forth in EXHIBIT D. The proposed delivery date recited in the Purchase Order shall also be equal to or greater than the applicable Lead Time for each such forecastProduct as set forth in EXHIBIT D. Each Purchase Order shall further specify the following: (i) the identity of Product by SKU, an “Initial Forecast”). Thereafter, Alvogen shall, on a monthly basis, provide to Alvotech a twenty-four and (24ii) month rolling forecast of its anticipated requirements for each Product, and, beginning on the six (6) month anniversary of the Exercise Notice Delivery Date, the quantity of such Product, if any, that . (b) Sellers shall promptly acknowledge each Purchase Order by signing and returning to Buyers the acknowledgment copy of each Purchase Order promptly after its receipt. Failure of the Sellers to deliver to Buyers a Designated Manufacturer written notice objecting to a Purchase Order within five (5) business days after receipt of the Purchase Order shall manufacture pursuant to Article VIII constitute Sellers' acceptance of the Purchase Order. (c) In the “Rolling Forecast” and, together with event of any conflict between the Initial Forecastterms and conditions of this Agreement and the terms and conditions of Buyer's Purchase Order, the “Forecasts”terms and conditions of this Agreement shall be controlling. 4.4 Buyers may request Seller to accept an increase in Buyers' Annual Forecast of Product(s). As used herein, the term “Short-Term Forecast” means the first seven Sellers' obligation with respect thereto shall solely be to exercise commercially reasonable efforts to accommodate Buyers' request so long as (7a) calendar months such increase represents a whole number multiple of the most recent ForecastBatch Size of each such Product, (b) the term “Fixed Requirements Month” means period until the firstproposed date(s) of delivery is greater than the applicable Lead Time for each such Product, second or third calendar month set forth in a Short-Term Forecast, (c) the term “Variable Requirements Month” means proposed date(s) of delivery is within the fourth, fifth, sixth or seventh calendar month set forth in a Short-Term ForecastTerm, and (d) the term “Anticipated Monthly Product Requirements” means, with respect to a given Product, the amounts set forth in the Short-Term Forecast with respect to such Product for a given calendar month. The Forecasts shall proposed increase does not represent reasonable estimates for planning purposes only, which Alvogen shall be entitled to revise in future Forecasts, subject to the terms of this Section 7.1. Alvogen may adjust the Anticipated Monthly Product Requirements with respect to a given Product for each Variable Requirements Month set forth in each Short-Term Forecast to an amount not to exceed one hundred twenty-five more than fifty percent (125%) or to be less than seventy-five percent (7550%) of the Anticipated Monthly Product Requirements for Annual Forecast of such Product set forth in the Short-Term Forecast the first time that such calendar month became a Variable Requirements Month. Alvogen may not change the Anticipated Monthly Product Requirements for a calendar month once such calendar month becomes a Fixed Requirements Month. Subject to the terms of this Section 7.1, Alvogen shall purchase one hundred percent (100%) of the Anticipated Monthly Product Requirements for each Fixed Requirements Month set forth in each Short-Term Forecast less the amount, if any, of the Anticipated Monthly Product Requirements to be manufactured by a Designated Manufacturer in accordance with Article VIII (the “Obligated Purchases”)Product.

Forecasts and Orders. At (a) Dentsply shall provide Forecasts and Firm Orders for Products in whole Batches in accordance with the procedures set forth in Section 2.3(b). AZ shall use commercially reasonable efforts to deliver Product in accordance with timelines set forth in the Firm Orders submitted by Dentsply as set forth in Section 2.3(b). (b) Commencing on December 1, 2003 (the "Initial Forecast Date"), Dentsply will provide AZ a forecast of Dentsply's requirements in Batches for each Product for each month for a twelve (12) month period (a "Forecast"); provided, however, that from the Initial Forecast Date until the Effective Date, each Forecast shall reflect Dentsply's requirements for the twelve-month period beginning on the Effective Date. Such Forecast shall be revised monthly for (i) a rolling twelve (12) month period, or (ii) through the remaining period to termination of this Agreement, with the first three (3) months' forecast in each twelve (12) month period beginning on December 1, 2003 reflected in the form of a firm, non-cancelable purchase order (a "Firm Order"). The maximum monthly quantity specified in the Forecast or Firm Order shall not exceed 17 Batches (63,750 Sales Units) per month as the total for all Products. The minimum monthly quantity specified in the Forecast or Firm Order shall not be less than 12 Batches (45,000 Sales Units) per month as the total for all Products. For the term of this Agreement, should Dentsply provide a Firm Order that is below the minimum monthly quantity, AZ will invoice Dentsply as if the minimum monthly quantity of Sales Units of the highest priced Product had been Manufactured; provided, however, that Dentsply may provide a Firm Order that is below the minimum monthly quantity of Batches for the month during which AZ conducts its annual shutdown of the Facility or for a month that AstraZeneca determines it can not provide such minimum quantity due to a decrease in available capacity such as equipment maintenance or SAP software installation. AZ will notify Dentsply in writing of the month that such shutdown is to occur at least seven three (73) months prior to the expected receipt first day of a Regulatory Approval with respect to a Product in a Territory, Alvogen shall provide to Alvotech a twenty-four such month. (24c) month forecast AZ will respond within 10 business days of its requirements for such Product receiving from Dentsply the monthly rolling Forecast and Firm Order and will either (each such forecast, an “Initial Forecast”). Thereafter, Alvogen shall, on a monthly basis, provide to Alvotech a twenty-four (24i) month rolling forecast of its anticipated requirements for each Product, and, beginning on the six (6) month anniversary confirm acceptance by AZ of the Exercise Notice Delivery Date, Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate a dialogue between the Parties to arrive at mutually acceptable values for the Forecast and Firm Order. AZ will use commercially reasonable efforts to accommodate any additional quantity of such ProductProducts requested by Dentsply after the Firm Order has been sent to AZ, if anybut AZ shall not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, that a Designated Manufacturer AZ shall manufacture pursuant have no obligation to Article VIII (Manufacture in any month more than 17 Batches in total for all Products, and AZ shall have no obligation to Manufacture any quantity of Products during the “Rolling Forecast” and, together with the Initial Forecast, the “Forecasts”)specified shutdown month. As used herein, the term “Short-Term Forecast” means the first seven (7) calendar months Firm Orders may be amended only by mutual agreement of the most recent ForecastParties, the term “Fixed Requirements Month” means the first, second or third calendar month set forth in a Short-Term Forecast, the term “Variable Requirements Month” means the fourth, fifth, sixth or seventh calendar month set forth in a Short-Term Forecast, and the term “Anticipated Monthly Product Requirements” means, with respect to a given Product, the amounts set forth in the Short-Term Forecast with respect to such Product for a given calendar month. The Forecasts shall represent reasonable estimates for planning purposes only, which Alvogen shall be entitled to revise in future Forecasts, subject to the terms of this Section 7.1. Alvogen may adjust the Anticipated Monthly Product Requirements with respect to a given Product for each Variable Requirements Month set forth in each Short-Term Forecast to an amount not to exceed one hundred twenty-five percent (125%) or to be less than seventy-five percent (75%) of the Anticipated Monthly Product Requirements for such Product set forth in the Short-Term Forecast the first time that such calendar month became a Variable Requirements Month. Alvogen may not change the Anticipated Monthly Product Requirements for a calendar month once such calendar month becomes a Fixed Requirements Month. Subject to the terms of this Section 7.1, Alvogen shall purchase one hundred percent (100%) of the Anticipated Monthly Product Requirements for each Fixed Requirements Month set forth in each Short-Term Forecast less the amount, if any, of the Anticipated Monthly Product Requirements to be manufactured by a Designated Manufacturer in accordance with Article VIII (the “Obligated Purchases”)writing.