Common use of Long Term Forecasts Clause in Contracts

Long Term Forecasts. The forecast to be provided under Section 5.1.3 shall include, in addition to the First Long Term Forecast, a forecast of Sankyo's purchases of the Drug Substance for delivery during the additional periods as described below. The chart below sets forth a schedule for the delivery of Long Term Forecasts of Sankyo's requirements of Drug Substance and describes what portion of each Long Term Forecast will constitute a firm commitment and what portion will be non-binding. These Long Term Forecasts shall be updated more frequently if deemed to be reasonably necessary by GelTex or Sankyo. The non-binding portion of each Long Term Forecast shall represent Sankyo's best estimate of its Drug Substance requirements from GelTex, and the non-binding portion of each Long Term Forecast shall be provided for the convenience of GelTex only, and shall not constitute firm purchase or shipping orders and shall not be binding upon, or create any obligation or liability with respect to Sankyo. With respect to all portions of a Long Term Forecasts designated as firm, Sankyo will be obligated to purchase at least [ * ] of the Drug Substance set forth in the firm forecast, and GelTex will not be obligated to supply purchase orders for more than [ * ] of the Drug Substance forecasted in the firm forecast. The schedule for forecasting under Sections 5.1.3 and 5.1.4 and the nature of each part of each forecast is set forth in table format below: Date Forecast Delivered Delivery Periods Nature of Forecast ----------------------- Covered by Forecast for Delivery Periods (the "Delivery Periods") -------------------- ------------------------ February 1, 2000 Feb. 2001-Dec. 31, 2001 [ * ] Jan. 1, 2002-Dec. 31, 2002 [ * ] Jan. 1, 2003-Dec. 31, 2003 [ * ] Jan. 1, 2004-Dec. 31, 2004 [ * ] Jan. 1, 2005-Dec. 31, 2005 [ * ] July 1, 2001 Jan. 1, 2002-Dec. 31, 2002 [ * ] Jan. 1, 2003-Dec. 31, 2003 [ * ] Jan. 1, 2004-Dec. 31, 2004 [ * ] Jan. 1, 2005-Dec. 31, 2005 [ * ] Jan. 1, 2006-Dec. 31, 2006 [ * ] Thereafter, Long Term Forecasts will continue to be delivered on July 1 of each year. In continuing with the schedule set forth above, each Long Term Forecast shall list the quantities of Drug Substance scheduled for delivery during the next calendar year. [ * ] In the event [ * ] Confidential information omitted and filed separately with the Commission 11 CONFIDENTIAL that the approval of the NDA for the Product is delayed substantially, the Parties may mutually agree to revise the forecasting schedule discussed above in response to such delay.