Common use of Forecasts and Purchase Orders Clause in Contracts

Forecasts and Purchase Orders. 3.2.1 Within [***] after the Effective Date, Seres shall provide to GenIbet a non-binding [***] forecast of its estimated requests for each Product and update it within [***] after each calendar [***] (beginning on [***], so that GenIbet shall [***] rolling forecast as to the needs of Seres). Following receipt of each forecast, and without limiting its obligations to supply the Product in accordance with this Agreement, GenIbet shall promptly provide Seres [***] GenIbet’s ability to provide the Product in accordance with such forecast. 3.2.2 Seres shall submit in writing or electronically purchase orders (“Purchase Orders”) for the Product to GenIbet. If Seres submits a Purchase Order to GenIbet without providing at least the Minimum Lead Time, GenIbet will not be required to deliver the ordered Product by the requested delivery date, but will use Commercially Reasonable Efforts to deliver the Product in the Purchase Order on the requested date, but in any event shall deliver the Product within the applicable Minimum Lead Time. The “Minimum Lead Time” for SER-109 is [***], and for other Products shall be as set forth in the applicable Product Manufacturing Plan. ||| 3.2.3 Unless GenIbet expressly notifies Seres otherwise, GenIbet shall be deemed to have accepted any and all such Purchase Orders from Seres; provided that Purchase Orders (other than the Last Time Buy under Section 15.7.5) that exceed the forecasts by more than [***]% in any calendar quarter for the purchase of the Product shall not bind GenIbet for the excess quantity until such Purchase Orders for such excess quantity are accepted by GenIbet. Each Purchase Order shall identify the Product being ordered, the quantity being ordered and the desired shipping date.

Forecasts and Purchase Orders. 3.2.1 Within [***] after 2.6.1 During the Term, Kos shall deliver to BPI, by the 14th day of each month commencing on the Closing Date, Kos's monthly projection of the quantities of Product (broken down on an SKU-by-SKU basis), including Samples, that Kos anticipates ordering from BPI pursuant to this Agreement for the next succeeding eighteen (18) months. Such projections shall be in multiples of the Batch Sizes set out Schedule 2.6.1 and shall be in a form reasonably acceptable to BPI. Notwithstanding the foregoing, the first such forecast shall incorporate the Initial Firm Zone requirements as set forth in Section 2.6.2. 2.6.2 The anticipated quantities required for each Product as set forth for each of the first four (4) months of each such monthly projection shall be a binding commitment by Kos under this Agreement to purchase the specified quantities of Product (each such four month period shall be referred to herein as the "FIRM ZONE"). Notwithstanding the foregoing, Kos shall determine the quantities of Product for the initial Firm Zone, subject to a pro-rated amount of the maximum quantities set forth in Schedule 2.6.5(B), and subject to BPI's approval, such approval not to be unreasonably withheld (the "INITIAL FIRM ZONE"), which determination shall, in all cases, be made no later than the seventh (7th) day following the Effective Date, Seres and which Initial Firm Zone shall provide to GenIbet a be in the form as set forth on Schedule 2.6.2. 2.6.3 The anticipated quantities required for Product for the fifth (5th) through eighteenth (18th) month of each monthly projection shall be non-binding [estimates of Product requirements of Kos, provided, however that, the anticipated quantities required for each Product for a specified month in the Firm Zone portion of any monthly projection shall not vary from Kos's previously delivered monthly projection for such month, except as follows: (A) The quantities may vary by up to ***] forecast of its estimated requests * from those set forth on the last non-binding estimates for each Product such month before it entered the Firm Zone; (B) The quantities for months five (5), six (6) and update it within [seven (7) may vary by up to ***] after each calendar [* from the average of the next two prior non-binding estimates related to such month; and (C) The quantities for months eight (8) through eighteen (18) may vary by up to ***] (beginning * from the average of the remaining prior non-binding estimates related to such month. 2.6.4 For purposes of this Section 2.6, the month in which a monthly projection is delivered shall be considered month 0 and the following month shall be considered month 1. By way of example, if a monthly projection is delivered on [***]May 14, so that GenIbet shall [***] rolling forecast as to then the needs months of Seres). Following receipt of each forecastJune, July, August, and without limiting its obligations September shall be the Firm Zone. May shall also be considered to supply be in the Product Firm Zone based upon the monthly projections delivered in accordance with this Agreementthe months of January, GenIbet shall promptly provide Seres [***] GenIbet’s ability to provide the Product in accordance with such forecastFebruary, March and April. 3.2.2 Seres 2.6.5 During the Term, Kos shall submit in writing or electronically deliver to BPI, with each monthly projection delivered pursuant to Section 2.6.1, a firm purchase orders order (“Purchase Orders”"PURCHASE ORDER") for the quantities of Product to GenIbet. If Seres submits a Purchase Order to GenIbet without providing at least (broken out by SKU), including Samples, required by Kos for the Minimum Lead Time, GenIbet will not be required to deliver the ordered Product by the requested delivery date, but will use Commercially Reasonable Efforts to deliver the Product fourth (4th) month in the Purchase Order on the requested date, but in any event shall deliver the Product within the applicable Minimum Lead Time. The “Minimum Lead Time” Firm Zone for SER-109 is [***]that monthly projection, and for other Products shall be as set forth in the applicable Product Manufacturing Plan. ||| 3.2.3 Unless GenIbet expressly notifies Seres otherwise, GenIbet shall be deemed to have accepted any and all such Purchase Orders from Seres; provided that Purchase Orders (other than the Last Time Buy under Section 15.7.5) that exceed the forecasts by more than [***]% in any calendar quarter for the purchase of the Product shall not bind GenIbet for the excess quantity until such Purchase Orders required delivery date for such excess quantity are accepted by GenIbet. quantities; (A) Each Purchase Order shall identify be in multiples of the Batch Sizes set out on Schedule 2.6.1 for each Product being orderedrequired and BPI shall be entitled to reject any Purchase Order that exceeds the maximum monthly capacity as set forth on Schedule 2.6.5 (B) for each Product required. The Purchase Orders may be delivered electronically or by other means to such location as BPI shall designate and shall be in a form reasonably acceptable to BPI; provided, however that a Purchase Order shall not be binding until BPI confirms receipt of such Purchase Order to Kos (which confirmation shall be provided by BPI within five (5) Business Days of receipt of such Purchase Order). 2.6.6 In the quantity being ordered event that Kos fails to deliver to BPI the required monthly projection or any Purchase Orders related thereto on or prior to the fourteenth (14th) day of any calendar month in accordance with Section 2.6, then the quantities projected and the desired shipping dateterms applicable thereto, for the next applicable calendar month as set forth for such month in the immediately preceding applicable monthly projection delivered to BPI by Kos, shall be regarded as orders with a delivery date selected by BPI within the applicable calendar month. 2.6.7 From time to time, due to significant unforeseen circumstances, Kos may deliver to BPI under Section 2.6.5 a Purchase Order for quantities of Product in excess of those specified in any Firm Zone. BPI shall use its Diligent Efforts to provide Kos with Product necessary to accommodate such excess quantities of Product, but shall not be obligated to do so.

Forecasts and Purchase Orders. 3.2.1 Within [***] after following the Effective Dateapproval of a clinical study by a Regulatory Authority in a country in the Territory (as contemplated by a Development Plan), Seres Viatris shall provide Lexicon with an initial forecast of the quantities of the Product and placebo estimated to GenIbet a non-binding be required for such clinical study (which quantities shall be in multiples of the minimum quantities referenced in Exhibit C; provided that such quantities may be aggregated between multiple countries in the Territory). At least [***] prior to the anticipated receipt of the first Marketing Approval of the Product in any country in the Territory, Viatris shall provide Lexicon with an initial forecast of the quantities of the Product estimated to be required for its estimated requests Commercialization activities for each Product and update it within the initial [***] after each calendar period (which quantities shall be in multiples of the minimum quantities referenced in Exhibit C; provided that such quantities may be aggregated between multiple countries in the Territory); provided that no portion of the initial forecast shall be binding until [***] (beginning prior to the Marketing Approval in the applicable Territory. Thereafter during the term of the Manufacturing and Supply Agreement, on the [***], so that GenIbet Viatris shall prepare and deliver to Lexicon a rolling forecast of the quantities of the Product estimated to be required for each month during the next [**] period (each, a “Forecast”). For each Forecast, the forecasted quantities for the first [**] rolling forecast as to shall be binding on the needs Parties and the forecasted quantities for months [**] through [**] shall be non-binding on the Parties. Together with each Forecast, Viatris shall place purchase orders for the binding portion of Seres)the Forecast. Following receipt Such purchase order will specify the quantity of each forecast, and without limiting its obligations to supply the Product and delivery dates in accordance with reasonable delivery schedules and lead times as may be agreed upon from time to time by the Parties; provided, however, that the required lead time shall not be less than [**] unless otherwise mutually agreed. Lexicon shall accept all purchase orders submitted by Viatris in accordance with this AgreementSection 6 within five (5) business days from receipt of the order, GenIbet shall promptly provide Seres provided that the quantities of the Product ordered do not exceed [***] GenIbetof the binding portion of Viatris’s ability to provide the Product in accordance with such forecast. 3.2.2 Seres then-current Forecast. Lexicon shall submit in writing or electronically purchase orders (“Purchase Orders”) for the Product to GenIbet. If Seres submits a Purchase Order to GenIbet without providing at least the Minimum Lead Time, GenIbet will not be required to deliver the ordered Product by the requested delivery date, but will use Commercially Reasonable Efforts to deliver the Product accept orders for quantities in the Purchase Order on the requested date, but in any event shall deliver the Product within the applicable Minimum Lead Time. The “Minimum Lead Time” for SER-109 is excess of [***]] of the binding portion of the Forecast. In the event that Viatris receives no response from Lexicon regarding a purchase order within the five (5) business day period, and for other Products shall be as set forth in the applicable Product Manufacturing Plan. ||| 3.2.3 Unless GenIbet expressly notifies Seres otherwise, GenIbet purchase order shall be deemed to have accepted any and all such Purchase Orders from Seres; provided that Purchase Orders (other than been confirmed by Lexicon on the Last Time Buy under Section 15.7.5) that exceed the forecasts by more than [***]% terms set forth in any calendar quarter for the purchase of the Product shall not bind GenIbet for the excess quantity until such Purchase Orders for such excess quantity are accepted by GenIbetorder. Each Purchase Order shall identify the Product being ordered, the quantity being ordered and the desired shipping date7.

Forecasts and Purchase Orders. 3.2.1 Within [***] after the Effective Date, Seres shall provide to GenIbet a non-binding [***] forecast of its estimated requests for each Product and update it within [***] after each calendar [***] (beginning on [***], so that GenIbet shall [***] rolling forecast as to the needs of Seres). Following receipt of each forecast, and without limiting its obligations to supply the Product in accordance with this Agreement, GenIbet shall promptly provide Seres [***] GenIbet’s ability to provide the Product in accordance with such forecast. 3.2.2 Seres shall submit in writing or electronically purchase orders (“Purchase Orders”) for the Product to GenIbet. If Seres submits a Purchase Order to GenIbet without ||| providing at least the Minimum Lead Time, GenIbet will not be required to deliver the ordered Product by the requested delivery date, but will use Commercially Reasonable Efforts to deliver the Product in the Purchase Order on the requested date, but in any event shall deliver the Product within the applicable Minimum Lead Time. The “Minimum Lead Time” for SER-109 is [***], and for other Products shall be as set forth in the applicable Product Manufacturing Plan. |||. 3.2.3 Unless GenIbet expressly notifies Seres otherwise, GenIbet shall be deemed to have accepted any and all such Purchase Orders from Seres; provided that Purchase Orders (other than the Last Time Buy under Section 15.7.5) that exceed the forecasts by more than [***]% in any calendar quarter for the purchase of the Product shall not bind GenIbet for the excess quantity until such Purchase Orders for such excess quantity are accepted by GenIbet. Each Purchase Order shall identify the Product being ordered, the quantity being ordered and the desired shipping date.

Forecasts and Purchase Orders. 3.2.1 Within 3.1 Upon the completion of each calendar quarter, Biodel will provide to Bachem a rolling forecast of its anticipated required quantity of the Product over a period of [***] after months from the Effective Date, Seres shall provide to GenIbet a non-binding date of the forecast. The first [***] of each forecast of its estimated requests for shall be binding on Bachem to supply and on Biodel to purchase the listed quantities. Any quantities specified in each Product and update it within forecast beyond the first [***] after each calendar [***] (beginning on [***], so that GenIbet of such forecast shall [***] rolling forecast as be for the purpose of assisting Bachem in its planning and will not constitute an obligation of Biodel to the needs purchase such quantities of Seres)Product. Following receipt of each forecast, and without limiting its obligations Bachem shall make commercially reasonable efforts to supply the Product in accordance with this Agreement, GenIbet shall promptly provide Seres quantities that exceed [**] percent ([*] GenIbet’s ability *]%) of the most recent forecasted amounts for any periods subject to provide the Product in accordance with a binding purchase order. For clarity, if Bachem is unable to supply such forecastexcess quantites despite its commercially reasonable efforts to do so, such failure will not constitute a breach of this Agreement. 3.2.2 Seres shall submit in writing or electronically purchase orders (“Purchase Orders”) for 3.2 Upon the Product to GenIbet. If Seres submits a Purchase Order to GenIbet without providing at least Effective Date, and thereafter upon the Minimum Lead Time, GenIbet will not be required to deliver the ordered Product by the requested delivery date, but will use Commercially Reasonable Efforts to deliver the Product in the Purchase Order on the requested date, but in any event shall deliver the Product within the applicable Minimum Lead Time. The “Minimum Lead Time” for SER-109 is completion of each [***], Biodel shall issue a binding purchase order for the then-current binding portion of the forecast. Once issued, purchase orders may not be cancelled or modified by Biodel unless authorized in writing by Bachem. 3.3 Biodel shall place all orders for the Product by delivering to Bachem a written purchase order specifying the product, quantity, delivery date and for other Products any specific instructions. The delivery date so specified shall not be as set forth in the applicable Product Manufacturing Plan. ||| 3.2.3 Unless GenIbet expressly notifies Seres otherwise, GenIbet shall be deemed to have accepted any and all such Purchase Orders from Seres; provided that Purchase Orders (other than the Last Time Buy under Section 15.7.5) that exceed the forecasts by more less than [**] days from the date of the order for Product amounts that were reflected in the applicable forecast. For Product amounts exceeding the forecasted amounts, longer delivery times, but in no event later than [**] days from the date of the purchase order, may apply. Bachem will confirm each purchase order within [**] days of receipt of a written purchase order. 3.4 Bachem shall deliver Product ordered pursuant to each purchase order by the delivery date specified in such purchase order. Bachem shall notify Biodel of anticipated delays of greater than [**] business days in completing any order, which notice shall be sent to Biodel immediately after Bachem becomes aware of such delay. Bachem shall keep Biodel advised of all relevant information concerning the extent of any such delay in delivery and shall use all reasonable efforts to minimize such delay. In the event of [**] delivery delays of greater than [**] business days within any [**] month period, Biodel shall receive a reduction of [**] percent ([**]% in any calendar quarter for the purchase %) of the Purchase Price of any subsequent late order, so long as the cause of the delay is reasonably within the control of Bachem and not excused pursuant Section 10. 3.5 Product shall not bind GenIbet for be manufactured only at the excess quantity until such Purchase Orders for such excess quantity are accepted by GenIbet. Each Purchase Order shall identify the Product being orderedBachem manufacturing site located in Bubendorf, the quantity being ordered and the desired shipping dateSwitzerland.

Forecasts and Purchase Orders. 3.2.1 Within Zogenix shall deliver to Supplier a good faith, written, non-binding forecast, of its expected commercial requirements of the Drug Substance at least [***] after before anticipated receipt of a First Approval and then on or before the Effective Datelast working day of each calendar month during the Term, Seres Zogenix shall provide to GenIbet Supplier a non-binding rolling [***] forecast of its estimated requests requirements for each Product and update it within the Drug Substance (“Forecast”), with the [***] after each calendar [***] (beginning on [***], so that GenIbet shall [***] rolling forecast as to the needs of Seres). Following receipt of each forecast, and without limiting its obligations such forecast constituting a binding commitment upon Zogenix to supply the Product purchase such quantities as evidenced by Purchase Orders submitted in accordance with this Agreement, GenIbet shall promptly provide Seres [***] GenIbet’s ability to provide the Product in accordance with such forecastSection 4.1.1. 3.2.2 Seres shall submit in writing or electronically purchase 4.1.1. All firm orders for Drug Substance (the “Purchase OrdersOrder”) for shall specify: (i) the Product to GenIbet. If Seres submits a Purchase Order to GenIbet without providing at least type of Drug Substance being ordered; (ii) the Minimum Lead Time, GenIbet will not be required to deliver the ordered Product by the requested delivery date, but will use Commercially Reasonable Efforts to deliver the Product in amount of such Drug Substance being ordered; and (iii) the Purchase Order on the requested date, but in any event shall deliver the Product within the applicable Minimum Lead Time. The “Minimum Lead Time” for SER-109 is [***], and for other Products shall be as set forth in the applicable Product Manufacturing Plan. ||| 3.2.3 Unless GenIbet expressly notifies Seres otherwise, GenIbet shall be deemed to have accepted any and all such Purchase Orders from Seres; provided that Purchase Orders (other than the Last Time Buy under Section 15.7.5) that exceed the forecasts by more than [***]% in any calendar quarter for the purchase of the Product shall not bind GenIbet for the excess quantity until such Purchase Orders for such excess quantity are accepted by GenIbetDelivery Date. Each Purchase Order shall identify be deemed to be automatically accepted unless Supplier notifies Zogenix of its rejection of the Product being orderedsame within three (3) Business Days of receipt. Once accepted by Supplier, Purchase Orders are firm and may not be cancelled or modified without the consent of the other Party. Supplier may reject a Purchase Order Delivery Date and offer another Purchase Order Delivery Date but the new Purchase Order Delivery Date cannot be more than seven (7) Business Days later or ten (10) Business Days earlier than original Purchase Order Delivery Date. If there is a new Zogenix accepted Purchase Order Delivery Date, the quantity being ordered Forecast will be updated to reflect the new agreed upon date. For the avoidance of doubt, Supplier shall be obligated to accept any Purchase Order that complies with this Section 4.1.1, is consistent with the most recent Forecast, and does not exceed the Initial Capacity. 4.1.2. If there is a conflict between the terms of this Agreement and the desired shipping dateterms of a Purchase Order, the terms of this Agreement will control.

Forecasts and Purchase Orders. 3.2.1 Within [***] after 3.1 On a quarterly basis, not less than thirty (30) days prior to the Effective Datecommencement of each calendar quarter, Seres Purchaser shall provide to GenIbet Supplier with a non-binding rolling demand forecast for the Product for a period of twelve (12) months (the “Forecast”), of which the first three (3) months shall be binding (the “Binding Forecast”) and the remaining nine (9) months shall be determined by Purchaser in good faith but shall be non-binding and solely for planning purposes, except that, notwithstanding anything contained herein to the contrary, (i) the Purchaser agrees that its binding orders for Products for the calendar quarter reflected in each Forecast shall equal at least [***] of the amount of the average forecast orders for Products for the first (2) calendar quarters in the immediately preceding Forecast which were non-binding and (ii) the Supplier shall have no binding obligation, in any calendar quarter, to deliver more than one hundred twenty percent (120%) of its estimated requests Purchaser’s forecasted orders for each Product and update it within [***] after each such calendar [***] quarter as reflected in any previous Forecast covering such calendar quarter (beginning on [***], so that GenIbet shall [***] rolling forecast as to the needs of Seres“Capped Amount”). Following The first Forecast is attached hereto as Appendix 3.1. 3.2 Within ten (10) business days after receipt of each forecastthe Forecast, and without limiting its obligations to supply Supplier shall confirm in writing Supplier’s capability of delivering the Product in accordance with this Agreementthe Binding Forecast, GenIbet shall promptly provide Seres [***] GenIbet’s ability to provide the Product in accordance with such forecast. 3.2.2 Seres shall submit in writing or electronically purchase orders (“Purchase Orders”) for the Product to GenIbet. If Seres submits a Purchase Order to GenIbet without providing at least the Minimum Lead Time, GenIbet will not be required to deliver the ordered Product by the requested delivery date, but will use Commercially Reasonable Efforts to deliver the Product in the Purchase Order on the requested date, but in any event shall deliver the Product within the applicable Minimum Lead Time. The “Minimum Lead Time” for SER-109 is [***], and for other Products shall be as set forth in the applicable Product Manufacturing Plan. ||| 3.2.3 Unless GenIbet expressly notifies Seres otherwise, GenIbet absence of which such capability shall be deemed to have accepted any and all such Purchase Orders from Seres; provided that Purchase Orders (other than been confirmed by Supplier. The Forecast will not be binding on Supplier to the Last Time Buy under Section 15.7.5) that exceed extent it requires quantities in excess of the forecasts permitted increases contemplated by more than [***]% in any calendar quarter this Article 3. 3.3 Written purchase orders for the purchase quantities of the Product (each, a “Purchase Order”) shall not bind GenIbet for the excess quantity until such Purchase Orders for such excess quantity are accepted by GenIbet. Each be sent to Supplier from Purchaser at least sixty (60) days before delivery, which Purchase Order shall identify also specify the Product being ordereddelivery date (such date, the quantity being ordered “Delivery Date”) and Delivery Point for such Purchase Order. Supplier is to confirm each order by means of a written order confirmation within seven (7) days after receipt of the desired shipping datePurchase Order, in the absence of which the Purchase Order shall be deemed to have been confirmed by Supplier. Supplier shall not reject Purchase Orders that are (i) in accordance with the Binding Forecast and/or (ii) consistent with the limitation on Supplier’s obligations set forth in Section 3.1 above. No Purchase Order shall modify any terms of this Agreement or contain terms inconsistent with the terms of this Agreement.