Common use of Forecasts and Orders Clause in Contracts

Forecasts and Orders. Not later than six months after submission of the NDA for a Product or other applicable regulatory filing, IPL will provide ABI with a 12-month forecast of IPL’s requirement for Bulk IFN and ACM, 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 the like. The first two quarters of the 12-month forecast will be stated in monthly requirements. ABI will inform HBL and ask HBL to stock a minimum amount of Bulk IFN and ACM 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 plus or minus 25% per month until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity set forth in the previous forecast for such three-month period shall not exceed 50% in aggregate during that three-month period. For example, if IPL’s forecast for the first three months was for 100 kg ACM and its forecast for the second three months was for 200 kg, the maximum number of kg IPL could order at the time the second three-month period becomes fixed would be 300 kg (i.e., 50% of 200 kg plus the 200 kg 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, IPL will provide to ABI a rolling 12-month forecast for Bulk IFN and ACM 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 ABI will not maintain inventory in excess of the applicable forecast, but will produce Bulk IFN and ACM upon receipt of that portion of IPL’s forecasts that constitute firm orders to purchase. Nothing in this Agreement shall obligate ABI to deliver Bulk IFN and ACM if HBL is unable for any reason to provide them. IPL agrees to purchase a sufficient amount of Bulk IFN and ACM to enable IPL to carry sufficient inventory to allow for fluctuations in sales demand so as to allow ABI reasonable lead-time to meet increased demand. ABI will use commercially reasonable efforts to meet any increase in demand in excess of the allowed adjustment, but will not be obligated to do so. All forecasts will be made by IPL to ABI 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. Not later than six months after submission of the NDA for a Product or other applicable regulatory filingfiling on a country-by-country basis, IPL CYTO will provide ABI with a 12-month forecast of IPLCYTO’s requirement of each Product, which forecast will include designation of whether such Product shall be provided in bulk or Unit form, for Bulk IFN and ACMwhich 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 the like. The first two quarters of the 12-month forecast will be stated in monthly requirements. ABI will inform HBL and ask HBL to stock a minimum amount of Bulk IFN and ACM 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 plus or minus 25% per month ****Indicates that a portion of the text has been omitted and filed separately with the Commission until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity set forth in the previous forecast for such three-month period shall not exceed 50% in aggregate during that three-month period. For example, if IPLCYTO’s forecast for the first three months was for 100 kg ACM Units and its forecast for the second three months was for 200 kgUnits, the maximum number of kg IPL Units CYTO could order at the time the second three-month period becomes fixed would be 300 kg Units (i.e., 50% of 200 kg Units plus the 200 kg 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, IPL CYTO will provide to ABI a rolling 12-month forecast for Bulk IFN and ACM 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 ABI will not maintain Product inventory in excess of the applicable forecast, but will produce Bulk IFN and ACM Product upon receipt of that portion of IPLCYTO’s forecasts that constitute firm orders to purchase. Nothing in this Agreement shall obligate ABI to deliver Bulk IFN and ACM Product if HBL is unable for any reason to provide themProduct. IPL CYTO agrees to purchase a sufficient amount of Bulk IFN and ACM Product to enable IPL CYTO to carry sufficient inventory to allow for fluctuations in sales demand so as to allow ABI reasonable lead-time to meet increased demand. ABI will use commercially reasonable efforts to meet any increase in demand in excess of the allowed adjustment, but will not be obligated to do so. All forecasts will be made by IPL CYTO to ABI 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. (a) Not later than six months after following submission of the NDA for a Product or other applicable regulatory filingfiling on a country-by-country basis, IPL Atrix will provide ABI with a 12-12 month forecast of IPL’s Atrix's requirement of each Product, which forecast will include designation of whether such Product shall be provided in bulk or Unit form, for Bulk IFN and ACMwhich an NDA, or other applicable regulatory filing, has been submitted, on a Product-by-Product basis, as follows: (ai) During the period commencing six months after following 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 the like. The first two quarters of the 12-12 month forecast will be stated in monthly requirements. ABI will inform HBL and ask HBL to stock a minimum amount of Bulk IFN and ACM equal to the The second two quarters of the 12-12 month forecastforecast will be total requirement by stock keeping unit and will be stated as quarterly requirements. The first three months of the 12-12 month forecast will be firm orders to purchase. The second three months will be allowed to be flexed from the previous **** Indicates that a portion of the text has been omitted Confidential forecast by plus or minus 25% per month until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity set forth in the previous forecast for such three-three month period shall not exceed 50% in aggregate during that three-three month period. For example, if IPL’s Atrix's forecast for the first three months was for 100 kg ACM Units and its forecast for the second three months was for 200 kgUnits, the maximum number of kg IPL Units Atrix could order at the time the second three-three month period becomes fixed would be 300 kg Units (i.e., 50% of 200 kg Units plus the 200 kg Units originally forecast). The last two quarters of any 12-12 month forecast will be an estimate and not binding. (bii) Following the end of the fourth full calendar quarter following the First Commercial Sale of a Product, IPL Atrix will provide to ABI a rolling 12-12 month forecast for Bulk IFN and ACM each Product with the first three months of the rolling 12-12 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. . (b) It is understood that ABI will not maintain Product inventory in excess of the applicable forecast, but will produce Bulk IFN and ACM Product upon receipt of that portion of IPL’s Atrix's forecasts that constitute firm orders to purchase. Nothing in this Agreement shall obligate ABI to deliver Bulk IFN and ACM if HBL is unable for any reason to provide them. IPL agrees to purchase a sufficient amount of Bulk IFN and ACM to enable IPL to carry sufficient inventory to allow for fluctuations in sales demand so as to allow ABI reasonable lead-time to meet increased demand. ABI will use commercially reasonable efforts to meet any increase in demand in excess of the allowed adjustment, but will not be obligated to do so. All forecasts will be made by IPL to ABI 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. Not later than six months after submission of the NDA for a Product or other applicable regulatory filingfiling on a country-by-country basis, IPL BME will provide ABI with a 12-month forecast of IPL’s BME's requirement of each Product, which forecast will include designation of whether such Product shall be provided in bulk or Unit form, for Bulk IFN and ACMwhich 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 the like. The first two quarters of the 12-month forecast will be stated in monthly requirements. ABI will inform HBL and ask HBL to stock a minimum amount of Bulk IFN and ACM equal to the The second two quarters of the 12-month forecastforecast will be total requirement by stock keeping unit and will be stated as quarterly requirements. 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 plus or minus 25% per month until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity set forth in the previous forecast for such three-month period shall not exceed 50% in aggregate during that three-month period. For example, if IPL’s BME's forecast for the first three months was for 100 kg ACM Units and its forecast for the second three months was for 200 kgUnits, the maximum number of kg IPL Units BME could order at the time the second three-month period becomes fixed would be 300 kg Units (i.e., 50% of 200 kg Units plus the 200 kg 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, IPL BME will provide to ABI a rolling 12-month forecast for Bulk IFN and ACM 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. **** Indicates that a portion of the text has been omitted and filed separately with the Commission. It is understood that ABI will not maintain Product inventory in excess of the applicable forecast, but will produce Bulk IFN and ACM Product upon receipt of that portion of IPL’s BME's forecasts that constitute firm orders to purchase. Nothing in this Agreement shall obligate ABI to deliver Bulk IFN and ACM Product if HBL is unable for any reason to provide themProduct. IPL BME agrees to purchase a sufficient amount of Bulk IFN and ACM Product to enable IPL BME to carry sufficient inventory to allow for fluctuations in sales demand so as to allow ABI reasonable lead-time to meet increased demand. ABI will use commercially reasonable efforts to meet any increase in demand in excess of the allowed adjustment, but will not be obligated to do so. All forecasts will be made by IPL BME to ABI 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. Not later than six months after submission of the NDA for a Product or other applicable regulatory filingfiling on a country-by-country basis, IPL GKI will provide ABI with a 12-12 month forecast of IPL’s GKI's requirement of each Product, which forecast will include designation of whether such Product shall be provided in bulk or Unit form, for Bulk IFN and ACMwhich 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 the like. The first two quarters of the 12-12 month forecast will be stated in monthly requirements. ABI will inform HBL and ask HBL to stock a minimum amount of Bulk IFN and ACM equal to the The second two quarters of the 12-12 month forecastforecast will be total requirement by stock keeping unit and will be stated as quarterly requirements. The first three months of the 12-12 month forecast will be firm orders to purchase. The second three months will be allowed to be flexed from the previous forecast by plus or minus 25% per month until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity set forth in the previous forecast for such three-three month period shall not exceed 50% in aggregate during that three-three month period. For example, if IPL’s GKI's forecast for the first three months was for 100 kg ACM Units and its forecast for the second three months was for 200 kgUnits, the maximum number of kg IPL Units GKI could order at the time the second three-three month period becomes fixed would be 300 kg Units (i.e., 50% of 200 kg Units plus the 200 kg Units originally forecast). The last two quarters of any 12-12 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, IPL GKI will provide to ABI a rolling 12-12 month forecast for Bulk IFN and ACM each Product with the first three months of the rolling 12-12 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 ABI will not maintain Product inventory in excess of the applicable forecast, but will produce Bulk IFN and ACM Product upon receipt of that portion of IPL’s GKI's forecasts that constitute firm orders to purchase. Nothing in this Agreement shall obligate ABI to deliver Bulk IFN and ACM Product if HBL is unable for any reason to provide themProduct. IPL GKI agrees to purchase a sufficient amount of Bulk IFN and ACM Product to enable IPL GKI to carry sufficient inventory to allow for fluctuations in sales demand so as to allow ABI reasonable lead-time to meet increased demand. ABI will use commercially reasonable efforts to meet any increase in demand in excess of the allowed adjustment, but will not be obligated to do so. All forecasts will be made by IPL GKI to ABI 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.. Confidential ------------ **** Indicates that a portion of the text has been omitted and filed separately with the Commission. 24