Common use of Forecasts and Orders Clause in Contracts

Forecasts and Orders. Commencing prior to, but no later than [***] months before, Market Launch, and thereafter on or before the last Business Day of each month, Bioventus shall provide a forecast of its and the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders for the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast (unless this is the initial Forecast).

Forecasts and Orders. Commencing (a) On or prior toto the Effective Date, but CollaGenex will provide Atrix with a 12 month forecast of CollaGenex's requirements for each Product, on a Product-by-Product basis, including Professional Samples, as follows: (i) During the first four calendar quarters following the First Commercial Sale of each Product, the forecasts shall be provided quarterly, no later less than 45 days prior to the beginning of each quarter. Said requirements will be based on standard production planning parameters including sales forecasts, sales demand forecasts, promotional forecasts, inventory requirements, and the like. The first two quarters of the 12 month forecast will be stated in monthly requirements. The second two quarters of the 12 month forecast will be total requirement by stock keeping unit and will be stated as quarterly requirements. The first 3 months of the 12 month forecast will be firm orders to purchase. The second 3 months will be allowed to be flexed from the previous forecast by plus or minus [***] months before, Market Launch, and thereafter on or before until fixed by the last Business Day of each month, Bioventus shall provide a forecast of its and subsequent forecast; provided that the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders for aggregate adjustment from the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast forecast for such 3 month period shall not exceed [**] during that 3 month period. For example, if CollaGenex's forecast for [**] was for [**] and its forecast for [**] was for [**] the maximum number of Units CollaGenex could order at the time [**] becomes fixed would be [**]. The [**] of any [**] will be [**]. (unless ii) After the first four calendar quarters following the First Commercial Sale of a Product, CollaGenex will provide to Atrix a rolling 12 month forecast for each Product with the first 3 months of the rolling 12 month forecast a firm order to purchase. Each forecast under this is subsection (ii) shall be provided monthly, no less than 20 days prior to the initial Forecast)beginning of each month. All orders will be for full batch quantities. (b) CollaGenex agrees to purchase a sufficient amount of each Product to enable CollaGenex to carry sufficient inventory to allow for fluctuations in sales demand so as to allow Atrix reasonable lead time to meet increased demand. All forecasts will be made by CollaGenex to Atrix in good faith based upon standard commercial parameters. From time to time after the Effective Date, the Parties shall consider whether, in light of market demand, manufacturing capacity, inventory levels and other pertinent factors, to revise the schedule for delivery of forecasts and, if appropriate, negotiate in good faith to revise such schedule.

Forecasts and Orders. Commencing 3.1 No later than 180 days prior toto the Manufacturing Commencement Date, but NCH shall provide to Supplier a written forecast of the quantities of Licensed Products that NCH anticipates ordering from Supplier during the twelve (12) month period commencing on the Manufacturing Commencement Date, and thereafter, in order to assist Supplier in planning production, NCH shall update such forecast with a twelve (12) month rolling forecast of the quantities of Licensed Products required by NCH, by month. It is understood that such forecasts are intended to be estimates only, and shall not be binding upon NCH. Notwithstanding the foregoing, NCH shall be bound to purchase from Supplier one hundred percent (100%) of those quantities of Licensed Products set forth in each such forecast as being NCH's requirements of Licensed Products for the first three (3) months of each twelve (12) month period. NCH shall communicate any changes to its forecasts as soon as the changes are known by NCH. NCH shall use commercially reasonable efforts to ensure the accuracy of its forecasts. Supplier shall, no later than [***] months before, Market Launch, and thereafter on or before the last Business Day ten (10) business days after receipt of each monthsuch forecast, Bioventus shall provide a forecast notify NCH in writing of its and the Purchasers’ any prospective problems of which it is aware that might prevent it from meeting NCH's forecasted order quantities or estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”)delivery dates. Such beginning month of each Forecast Unless Supplier so informs NCH that it would have problems in meeting NCH's forecasted requirements, Supplier shall be referred obligated to below as “Month 1” and each subsequent month use commercially reasonable efforts to deliver during any calendar year, pursuant to purchase orders provided under Section 3.2 of this Agreement, up to one hundred twenty percent (120%) of NCH's forecasted purchases for that calendar year. Supplier shall be numbered sequentially. The initial Forecast further use commercially reasonable efforts to comply with orders for Licensed Products in excess of such one hundred twenty percent (120%) amount. 3.2 At least four (4) weeks prior to the date on which NCH desires to have Product delivered, NCH shall be accompanied by Firm Orders furnish to Supplier a binding purchase order for the quantity of Licensed Product set forth in Months 1Products which NCH shall purchase and Supplier shall deliver, 2 and 3 which orders shall be consistent with its forecasts. Supplier shall, within five (5) business days after its receipt of such Forecastpurchase order, acknowledge such receipt and confirm that the order can be supplied. The Should Supplier fail to do so, then the purchase order shall be deemed to have been accepted by Supplier. Each such purchase order shall designate the quantity of Licensed Products ordered and the date by which Supplier must deliver the Licensed Products to NCH. 3.3 Supplier shall use commercially reasonable efforts to accommodate any NCH requests for Licensed Products in excess of the quantities described in any previously-submitted purchase order, or for delivery of Licensed Product set forth sooner than that allowed pursuant to this Article 3. Should NCH's business conditions necessitate reduction or delay in Months 4purchase order requirements, 5 and 6 of each Forecast after then Supplier shall use its commercially reasonable efforts to implement such requested changes. Notwithstanding the initial Forecast foregoing, Supplier shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, take any action in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up response to and including Month 24 of the Forecast, any such requests which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth would result in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month charges to NCH in addition to those set forth in the previous Forecast respective purchase order without NCH's prior written consent. 3.4 If for any reason Supplier experiences any shortage of any input used by Supplier in manufacturing the Licensed Products, including without limitation, Raw Materials, labor and plant capacity (unless this each an "Input"), and is therefore unable to supply NCH with the initial Forecast)full quantity of Licensed Products ordered by it and accepted by Supplier by the date set forth in the purchase order, then NCH shall be entitled to the same proportionate quantity of the Input as the quantity of the Input used by Supplier in manufacturing Licensed Products for NCH in the twelve (12) months preceding the shortage bears to the total quantity of the Input used by Supplier in manufacturing products for all its customers, during such period. 3.5 NCH shall be liable for obsolescence of Raw Materials resulting from NCH switching to an alternate supplier pursuant to Section 2.4.

Forecasts and Orders. Commencing prior to(a) ABBI agrees to provide Forecasts, but no later than Firm Forecasts and Firm Orders for Products in whole batch increments for each Product by National Drug Code ("NDC") in accordance with the procedures set forth in this Section 2.4. AZ shall use commercially reasonable efforts to deliver Products ordered in accordance with timelines set forth in the Firm Orders submitted by ABBI in accordance with this Section 2.4. (b) ABBI shall submit an initial firm order ("Initial Firm Order") upon execution of this Agreement for the entire inventory of the Products in final form and labeled for sale in the Territory then held by AZ anywhere in the world on and as of such date. The Initial Firm Order shall not specify a delivery date that is not [***] months beforefrom the date of this Agreement. AZ and ABBI agree that, Market Launchas part of the Initial Firm Order, and thereafter AZ shall supply to ABBI, not less than a [***], based on or before the last Business Day of each month, Bioventus shall provide a forecast of its and the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning with and that, notwithstanding the following month (a “Forecast”). Such beginning month preceding sentence, such amount of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders for the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent (will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of that part of the Initial Firm Order that consists of [***]%] is included in the Purchase Price (as defined in the Asset Purchase Agreement), but and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this Agreement. (c) Within two business days following the Effective Date, or on such other date as may be agreed to by the Parties in writing, ABBI shall provide to AZ a non-binding forecast of ABBI �s requirements for each Product by NDC for a [***] (a "Forecast"). Such Forecast shall be revised quarterly for a rolling [***] period and delivered to AZ on the first day of each calendar quarter. In addition, for the purposes of AZ's long-term planning, ABBI shall provide a non-binding best estimate of a [***] forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement. (d) Within ten (10) business days after the Effective Date of this Agreement, ABBI shall submit to AZ a non-cancelable purchase order (a "Firm Order") for ABBI's orders of Products by NDC to be delivered during the remainder of the current calendar quarter and the following first full calendar quarter. Thereafter, ABBI shall submit a Firm Order no later than the first day of each calendar quarter for all of ABBI's orders of Products by NDC to be delivered in the following calendar quarter. ABBI shall also submit to AZ along with such Firm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a "Firm Forecast"). (See Schedule E attached hereto.) The volume set forth in any Firm Order may not deviate more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of Product by NDC from the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Firm Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, to AZ by ABBI for such calendar quarter. (iie) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least AZ will respond within [***] percent ([***]%)of receiving each of ABBI's quarterly rolling Forecast, Firm Forecast and Firm Order, and will either (i) confirm acceptance by AZ of the Forecast, Firm Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate dialogue between the Parties to arrive at mutually acceptable values for the Forecast, Firm Forecast and Firm Order. AZ will use commercially reasonable efforts to accommodate any additional quantity of Products requested by ABBI after the Firm Order has been submitted to AZ, but AZ shall not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply more than [***] percent (of the aggregate volume of each Product by NDC for such calendar quarter set forth in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the Parties, in writing. Furthermore, in the event that ABBI submits a Firm Order for a volume that is less than [***]%)] of the volume of any Product(s) by NDC indicated in the Firm Forecast for such calendar quarter, and AZ elects to accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a result of such quantities order shortfall for the requirements of other Affiliates of AZ or for future periods covered by this Agreement. If AZ is unable to utilize such month set forth Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the previous Forecast (unless this is right to invoice ABBI for the initial Forecast)cost of all Components, Materials and Work in Progress that AZ discarded as a result of such order shortfall.

Forecasts and Orders. Commencing prior to, but no Not later than [***] six months beforeafter submission of the NDA for a Product or other applicable regulatory filing, Market LaunchCYTOB will provide AMAR with a 12-month forecast of CYTOB’s requirement of each Product, which forecast will include designation of whether such Product shall be provided in bulk or Unit form, for which an NDA, or other applicable regulatory filing, has been submitted, on a Product basis, as follows: (a) During the period commencing six months after submission of an NDA, or other applicable regulatory filing, for a Product through the end of the fourth full calendar quarter following the First Commercial Sale of that Product, the forecasts shall be provided quarterly, no less than 45 days prior to the beginning of each quarter. Said requirements will be based on standard production planning parameters, including sales forecasts, sales demand forecasts, promotional forecasts, inventory requirements, and thereafter on or before the last Business Day of each month, Bioventus shall provide a forecast of its and the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentiallylike. The initial Forecast shall first two quarters of the 12-month forecast will be accompanied stated in monthly requirements. AMAR will inform HBL and ask HBL to stock a minimum amount of Product equal to the second two quarters of the 12-month forecast. The first three months of the 12-month forecast will be firm orders to purchase. The second three months will be allowed to be flexed from the previous forecast by Firm Orders for plus or minus ­­­­­_____% per month until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast forecast for such three-month period shall not exceed _____% in aggregate during that three-month period. For example, if CYTOB’s forecast for the first three months was for _____ Units and its forecast for the second three months was for _____ Units, the maximum number of Units CYTOB could order at the time the second three-month period becomes fixed would be _____ Units (unless i.e., _____% of _____ Units plus the _____ Units originally forecast). The last two quarters of any 12-month forecast will be an estimate and not binding. (b) Following the end of the fourth full calendar quarter following the First Commercial Sale of a Product, CYTOB will provide to AMAR a rolling 12-month forecast for each Product with the first three months of the rolling 12-month forecast a firm order to purchase. Each forecast under this subsection (ii) shall be provided monthly, no less than 20 days prior to the beginning of each month. All orders will be for full batch quantities. It is understood that AMAR will not maintain Product inventory. Nothing in this Agreement shall obligate AMAR to stock Product. CYTOB agrees to purchase a sufficient amount of Product to enable CYTOB to carry sufficient inventory to allow for fluctuations in sales demand so as to allow AMAR reasonable lead-time to meet increased demand. AMAR will use commercially reasonable efforts to meet any increase in demand in excess of the initial Forecast)allowed adjustment, but will not be obligated to do so. All forecasts will be made by CYTOB to AMAR in good faith based upon standard commercial parameters. From time to time after the Effective Date, the Parties shall consider whether, in light of market demand, manufacturing capacity, inventory levels and other pertinent factors, to revise the schedule for delivery of forecasts and, if appropriate, negotiate in good faith to revise such schedule.

Forecasts and Orders. Commencing prior to, but no later than [***] months before, Market Launch, and thereafter on or before the last Business Day of each month, Bioventus (a) Dentsply shall provide a forecast of its Forecasts and the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders for Products in whole Batches in accordance with the quantity of Licensed Product procedures set forth in Months 1, 2 and 3 of such ForecastSection 2.3(b). The quantities of Licensed AZ shall use commercially reasonable efforts to deliver Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month accordance with timelines set forth in the previous Forecast (unless this is the initial ForecastFirm Orders submitted by Dentsply as set forth in Section 2.3(b). (b) Commencing on December 1, 2003 (the "Initial Forecast Date"), Dentsply will provide AZ a forecast of Dentsply's requirements in Batches for each Product for each month for a twelve (12) month period (a "Forecast"); provided, however, that from the Initial Forecast Date until the Effective Date, each Forecast shall reflect Dentsply's requirements for the twelve-month period beginning on the Effective Date. Such Forecast shall be revised monthly for (i) a rolling twelve (12) month period, or (ii) through the remaining period to termination of this Agreement, with the first three (3) months' forecast in each twelve (12) month period beginning on December 1, 2003 reflected in the form of a firm, non-cancelable purchase order (a "Firm Order"). The maximum monthly quantity specified in the Forecast or Firm Order shall not exceed 17 Batches (63,750 Sales Units) per month as the total for all Products. The minimum monthly quantity specified in the Forecast or Firm Order shall not be less than 12 Batches (45,000 Sales Units) per month as the total for all Products. For the term of this Agreement, should Dentsply provide a Firm Order that is below the minimum monthly quantity, AZ will invoice Dentsply as if the minimum monthly quantity of Sales Units of the highest priced Product had been Manufactured; provided, however, that Dentsply may provide a Firm Order that is below the minimum monthly quantity of Batches for the month during which AZ conducts its annual shutdown of the Facility or for a month that AstraZeneca determines it can not provide such minimum quantity due to a decrease in available capacity such as equipment maintenance or SAP software installation. AZ will notify Dentsply in writing of the month that such shutdown is to occur at least three (3) months prior to the first day of such month. (c) AZ will respond within 10 business days of receiving from Dentsply the monthly rolling Forecast and Firm Order and will either (i) confirm acceptance by AZ of the Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate a dialogue between the Parties to arrive at mutually acceptable values for the Forecast and Firm Order. AZ will use commercially reasonable efforts to accommodate any additional quantity of Products requested by Dentsply after the Firm Order has been sent to AZ, but AZ shall not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to Manufacture in any month more than 17 Batches in total for all Products, and AZ shall have no obligation to Manufacture any quantity of Products during the specified shutdown month. Firm Orders may be amended only by mutual agreement of the Parties, in writing.

Forecasts and Orders. 4.1 Forecast. Commencing prior to, but no later than [*****] months beforeprior to the anticipated date of first Regulatory Approval in any Major Market Country, Market Launch, and thereafter Licensee shall submit to Acorda on or before the last first Business Day of each month, Bioventus shall provide month a [*****] rolling forecast that sets forth the total quantity of its and the Purchasers’ estimated monthly requirements of Licensed Product for supply that Licensee either has ordered, desires to order, or expects to order from Acorda within the next [*****] period (the “Forecast”). In the Forecast, Licensee shall include a breakdown of the total quantity of Product forecast on a month-by-month and country-by-country basis. (a) Firm Period and Semi-Firm Period. Once Regulatory Approval for the Product has been received in a Major Market Country or the United States, the monthly breakdown of the [*****] month period beginning of the Forecast shall include a firm, irrevocable order for the first [*****] of the Forecast (“Firm Period”), which shall be the subject of a binding Purchase Order delivered in accordance with Section 4.5. For purposes of clarity, in the event that a Forecast delivered to Acorda in accordance with the following month (terms of this Agreement lists a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders for the total quantity of Licensed Product set forth in Months 1, 2 and 3 for supply for each of the first [*****] of such Forecast. The quantities of Licensed Product set forth in Months 4Forecast as zero (0), 5 and 6 of each Forecast after the initial Forecast Firm Order for such [*****] period shall be for a quantity of Licensed Product that is at least zero (0). The next [*****] percent of the Forecast period shall be a semi-firm period that is non-binding (“Semi-Firm Period”); provided, that, subject to Section 4.3(c), if Licensee requests more than a [***]%)**] increase in the ordered quantities of Product for such Semi-Firm Period, but not more Acorda shall have the right to change the lead time for delivery of the Product if such a change is commercially reasonable given the increase in ordered Product quantity. The remainder of the Forecast is non-binding. 4.2 Long-Term Forecast. Not later than July 1st in each Calendar Year, Licensee shall provide Acorda a [*****] percent (forecast of its estimated requirements of the Product, broken down on an annual basis. For the avoidance of doubt, except with respect to any Firm Period included in such [***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%forecast and subject to Section 4.3(c), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast (unless any long-term forecast provided by Licensee under this is the initial Forecast)Section 4.2 shall be non-binding.

Forecasts and Orders. Commencing prior to, but By no later than [***] months beforeeach year during the Term, Market LaunchBuyer undertakes to provide Seller with an annual non-binding forecast taking into account any seasonality effect that would reasonably be expected to impact Buyer’s business, the regularity of Buyer’s production pace and thereafter on or the regularity of its Orders over a calendar year; provided that (i) with respect to 2020, Buyer undertakes to provide Seller with an annual non-binding forecast for such calendar year no later than [***] and (ii) with respect to the quantities of Product Ordered by Buyer to be Delivered in [***], Buyer shall inform Seller of such quantities and their quarterly allocation over the year by no later than [***] each year. With regard to 2020, Buyer shall inform Seller of the quantities to be Delivered in [***] before [***]. In addition to the annual non-binding forecast, Buyer undertakes to provide Seller with a [***] binding rolling forecast at least thirty (30) days before the last Business Day starting date of each month, Bioventus shall provide a forecast of its and the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning rolling forecast, detailing Product, quantities, packaging and delivery points; provided that with the following month (respect to 2020, Buyer undertakes to provide Seller with a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders binding forecast for the quantity balance of Licensed Product set forth Q1 2020 no later than [***]. In any event, Seller shall confirm in Months 1, 2 and 3 writing its acceptance of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least Buyer’s [***] percent binding rolling forecast within ten ([***]%), but 10) Business Days from the date of receipt by Seller. In the event that Buyer does not more than receive such written acceptance within such 10 (ten) Business Day period and the relevant forecast shall be deemed to be accepted by Seller. In case Buyer fails to provide Seller with its [***] percent ([***]%) (“Firm Order Maximum Quantities”)binding rolling forecast, of Buyer shall purchase the quantities of Licensed Product for months 4, 5 and 6, respectively, set forth in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith annual non-binding guidance estimates. For exampleforecast, (i) the Forecast submitted that then become binding on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least Buyer on a rolling [***] percent ([***]%)basis, until such time as Buyer provides such binding rolling forecast and not more than [***] percent ([***]%), provided Seller confirms its acceptance of such quantities for such month set forth in the previous Forecast (unless this is the initial Forecast)it.

Forecasts and Orders. Commencing (a) On or prior toto the Effective Date, but no later than [***] months before, Market Launch, and thereafter on or before the last Business Day of each month, Bioventus shall CollaGenex will provide Atrix with a 12 month forecast of its and the Purchasers’ estimated monthly CollaGenex's requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders for the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and Product, on a Product-by-Product basis, including Month 24 of the ForecastProfessional Samples, which shall all constitute good faith non-binding guidance estimates. For example, as follows: (i) During the Forecast submitted on or before 31 December 2018 shall cover first four calendar quarters following the period from 1 January 2019 through 31 December 2020First Commercial Sale of each Product, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 forecasts shall be Firm Ordersprovided quarterly, no less than 45 days prior to the beginning of each quarter. Said requirements will be based on standard production planning parameters including sales forecasts, sales demand forecasts, promotional forecasts, inventory requirements, and (iii) the quantities like. The first two quarters of Licensed Product set forth for April 2019, May 2019 the 12 month forecast will be stated in monthly requirements. The second two quarters of the 12 month forecast will be total requirement by stock keeping unit and June 2019 shall will be at least [stated as quarterly requirements. The first 3 months of the 12 month forecast will be firm orders to purchase. The second 3 months will be allowed to be flexed from the previous forecast by plus or minus [ ]***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month * until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity set forth in the previous Forecast forecast for such 3 month period shall not exceed [ ]** during that 3 month period. For example, if CollaGenex's forecast for [ ]** was for [ ]** and its forecast for [ ]** was for [ ]** the maximum number of Units CollaGenex could order at the time [ ]** becomes fixed would be [ ]** The [ ]** of any [ ]** will be [ ]** (unless ii) After the first four calendar quarters following the First Commercial Sale of a Product, CollaGenex will provide to Atrix a rolling 12 month forecast for each Product with the first 3 months of the rolling 12 month forecast a firm order to purchase. Each forecast under this is subsection (ii) shall be provided monthly, no less than 20 days prior to the initial Forecast)beginning of each month. All orders will be for full batch quantities. (b) CollaGenex agrees to purchase a sufficient amount of each Product to enable CollaGenex to carry sufficient inventory to allow for fluctuations in sales demand so as to allow Atrix reasonable lead time to meet increased demand. All forecasts will be made by CollaGenex to Atrix in good faith based upon standard commercial parameters. From time to time after the Effective Date, the Parties shall consider whether, in light of market demand, manufacturing capacity, inventory levels and other pertinent factors, to revise the schedule for delivery of forecasts and, if appropriate, negotiate in good faith to revise such schedule.