Common use of Orders and Shipments Clause in Contracts

Orders and Shipments. Within ninety (90) days of the date hereof, and at least ninety (90) days prior to the commencement of each calendar year during the term of this Agreement, DISTRIBUTOR will furnish SUPPLIER with its projected requirements for HBL IFN-containing lozenges during the next succeeding calendar year. DISTRIBUTOR may amend its projected requirements from time-to-time, provided, however, that SUPPLIER shall be obligated only to make its best effort to comply with any requests in excess of annual projections received by it at least ninety (90) days prior to the commencement of the calendar year in question. Under no circumstances shall SUPPLIER be required to deliver to DISTRIBUTOR hereunder, an amount of HBL IFN which exceeds the amount SUPPLIER is able, in good faith, to acquire from HBL, or from HBL's contract manufacturers. HBL IFN delivered under this Agreement by SUPPLIER to DISTRIBUTOR may be delivered in the form of 150 I.U. lozenges, unless otherwise agreed by both Parties. Such lozenges may contain such other ingredients as are permitted to be contained in lozenges approved by U.S. FDA for U.S. trials and/or sales, and the exact composition of such lozenges shall be disclosed in writing by SUPPLIER to DISTRIBUTOR. If DISTRIBUTOR should at any time desire some other composition or formulation, it shall specify the requested composition or formulation in writing to SUPPLIER, and SUPPLIER

Orders and Shipments. 5.1. Within ninety (90) days of the date hereof, and at least ninety (90) days prior to the commencement of each calendar year during the term of this Agreement, DISTRIBUTOR BIOPHARM will furnish SUPPLIER ABI with its projected requirements for HBL IFN-containing lozenges Licensed Product during the next succeeding calendar year. DISTRIBUTOR BIOPHARM may amend its projected requirements from time-to-time, provided, however, that SUPPLIER ABI shall be obligated only to make its best effort to comply with any requests in excess of annual projections received by it at least ninety (90) days prior to the commencement of the calendar year in question. Under no circumstances shall SUPPLIER ABI be required to deliver to DISTRIBUTOR BIOPHARM hereunder, an amount of HBL IFN Licensed Product which exceeds the amount SUPPLIER ABI is able, in good faith, to acquire from HBL, or from HBL's contract manufacturers. HBL IFN delivered under this Agreement by SUPPLIER to DISTRIBUTOR may be delivered in the form of 150 I.U. lozenges, unless otherwise agreed by both Parties. Such lozenges may contain such other ingredients as are permitted to be contained in lozenges approved by U.S. FDA for U.S. trials and/or sales, and the The exact composition of such lozenges Licensed Product shall be disclosed in writing by SUPPLIER ABI to DISTRIBUTORBIOPHARM. Subject to the foregoing, ABI shall use its best efforts to deliver Licensed Product in accordance with BIOPHARM's projected requirements and product specifications. 5.2. ABI shall ship product within thirty (30) days of request by BIOPHARM, against an irrevocable letter of credit on a U.S. bank (or other financial surety acceptable to ABI or to the agent nominated by ABI) in an amount sufficient to cover the CIF price payable to ABI or the agent nominated by ABI under Paragraph 4.1 above. The letter of credit shall be issued by a financial institution acceptable to ABI or to the agent nominated by ABI, shall be in U.S. dollars and shall not expire until the final payment for the respective shipment has been made to ABI or to the agent nominated by ABI. 5.3. Orders of Licensed Product for commercial sales shall be made for "full lot" quantities of 500,000 Doses. BIOPHARM shall meet or exceed the following annual minimum purchases from ABI. If DISTRIBUTOR should at any time desire some other composition or formulationBIOPHARM does not achieve these levels, it shall specify will enter into consultations with ABI to evaluate and remedy the requested composition situation, after which BIOPHARM will have the opportunity to make up the difference by either purchasing product or formulation in writing by cash payment within 90 days of the end of the period. If BIOPHARM does not elect to SUPPLIERso make up the difference, then ABI will have the right to make the Agreement non-exclusive, and SUPPLIERappoint another licensee or market the Product under the ABI name. 1st twelve months after launch 500,000 doses 2nd twelve months after launch 1.5 million doses 3rd twelve months after launch and beyond 3 million doses

Orders and Shipments. 5.1. Within ninety thirty (9030) days of the date hereof, and at least ninety (90) days prior to the commencement of each calendar year during the term of this Agreement, DISTRIBUTOR NCPC will furnish SUPPLIER ***Indicates that a portion of the text has been omitted and filed separately with the Commission. ABI with its projected requirements for HBL IFN-containing lozenges Bulk Product during the next succeeding calendar year. DISTRIBUTOR NCPC may amend its projected requirements from time-to-time, provided, however, that SUPPLIER ABI shall be obligated only to make its best effort to comply with any requests in excess of annual projections received by it at least ninety (90) days prior to the commencement of the calendar year in question. Under no circumstances shall SUPPLIER ABI be required to deliver to DISTRIBUTOR NCPC hereunder, an amount of HBL IFN Bulk Product which exceeds the amount SUPPLIER ABI is able, in good faith, to acquire from HBL, or from HBL's contract manufacturers. HBL IFN delivered under this Agreement by SUPPLIER to DISTRIBUTOR may be delivered in the form of 150 I.U. lozenges, unless otherwise agreed by both Parties. Such lozenges may contain such other ingredients as are permitted to be contained in lozenges approved by U.S. FDA for U.S. trials and/or sales, and the The exact composition of such lozenges Bulk Product shall be disclosed in writing by SUPPLIER ABI to DISTRIBUTORNCPC. If DISTRIBUTOR should at any time desire some Subject to the foregoing, ABI shall use its best efforts to deliver Bulk Product in accordance with NCPC's projected requirements and product specifications. 5.2. ABI shall ship product within thirty (30) days of request by NCPC, against an irrevocable letter of credit on a U.S. bank (or other composition financial surety acceptable to ABI or formulationto the agent nominated by ABI) in an amount sufficient to cover the CIF price payable to ABI or the agent nominated by ABI under Paragraph 4.2 above. The letter of credit shall be issued by a financial institution acceptable to ABI or to the agent nominated by ABI, it shall specify be in U.S. dollars and shall not expire until the requested composition final payment for the respective shipment has been made to ABI or formulation in writing to SUPPLIERthe agent nominated by ABI. 5.3. Orders of Bulk Product for commercial sales shall be made for "full lot" quantities of *** Doses. A minimum of *** Doses of Bulk Product shall be purchased by NCPC for the Territory during each year during the term of this Agreement, commencing with the first full calendar year after all necessary approvals for marketing and SUPPLIERreimbursement have been obtained. ***Indicates that a portion of the text has been omitted and filed separately with the Commission.