Common use of Binding Commitments Clause in Contracts

Binding Commitments. The first quarter (consecutive three-month period) of each Forecast shall be a binding commitment (the “Order Commitment” for the applicable Product for such quarter) on Eisai to place Purchase Orders, sufficiently in advance of such quarter as described in Section 4.1, to order the applicable Product, on a country-by-country, packaging configuration-by-packaging configuration and use-by-use basis, in amounts at least equal to the amounts forecast to be delivered, which commitment cannot be modified (absent Arena’s written consent); provided, that, notwithstanding the foregoing, in no event shall Eisai be obligated to submit Purchase Orders for any quantities of Product for non-clinical purposes in a country if Regulatory Approval is not obtained in such country for the applicable Product. Each such Forecast shall otherwise be non-binding, except as provided below in this Section 4.2, but shall reflect Eisai’s good faith expectation (at the time of submitting the Forecast) of the orders of Product and projected delivery dates during the period covered by the Forecast. In each Forecast, the total quantity of Product forecasted to be delivered by Arena during the first quarter in such Forecast may not vary (either up or down) by more than: (X) 25% from the amounts of such Product forecasted to be delivered for the quarter in the earlier Forecast in which such quarter was the second quarter of the Forecast; or (Y) 50% from the amounts of such Product forecasted to be delivered for the quarter in the earlier Forecast in which such quarter was the third quarter of the Forecast.