Binding Detailed Forecast. At least [***] to the date on which MDCO will issue its first purchase order to CyDex for Commercial Grade Captisol (the “First Commercial Order Date”), MDCO shall provide to CyDex a detailed rolling forecast setting forth MDCO’s requirements and anticipated delivery schedules for Commercial Grade Captisol for each [***] during a [***] period (the “Detailed Forecast”) which includes the [***] in which the First Commercial Order Date occurs and the next [***]. For purposes of this Agreement, a [***] means the [***]. The Detailed Forecast shall thereafter be updated by MDCO quarterly on a rolling basis, no later than the first day of each calendar quarter, so that in each calendar quarter CyDex shall have been provided with a rolling Detailed Forecast for each [***] during the [***] commencing on the first day of the next [***] following the date on which such Detailed Forecast is submitted. The Detailed Forecast shall be firm and binding on MDCO, subject to the permissible variances set forth in Section 3.3 below, with respect to the [***] covered by such updated Detailed Forecast (“Q1”, “Q2”, “Q3”, respectively, and where the fourth [***] shall be “Q4”). If MDCO fails to provide any updated Detailed Forecast in accordance with this Section 3.2, the Detailed Forecast last provided by MDCO shall be deemed to be MDCO’s binding Detailed Forecast for the next succeeding [***]. For clarification purposes, the Detailed Forecast shall not include orders placed by MDCO for quantities of Commercial Grade Captisol to be used for validation purposes.
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