Common use of Forecasts Purchase Orders Clause in Contracts

Forecasts Purchase Orders. [***], Pfizer shall deliver to Protalix Pfizer’s quarterly projection of the quantities of Drug Substance that Pfizer anticipates ordering from Protalix pursuant to this Agreement for the four (4) calendar quarters commencing with the first quarter that includes the first requested delivery date (the “Initial Forecast”), together with a firm purchase order (a “Purchase Order”) for Drug Substance for the first calendar quarter covered by such Initial Forecast. The quantities of Drug Substance specified for the following quarter of such Initial Forecast shall be binding as provided in this Section 5.6 and the remaining two (2) quarters of such Initial Forecast shall be non-binding. Thereafter, ninety (90) days prior to the first business day of each subsequent calendar quarter during the Term, Pfizer shall deliver to Protalix a rolling four (4) calendar quarter forecast updating the prior forecast (together with the Initial Forecast, each a “Forecast”), together with a Purchase Order for the first calendar quarter of such Forecast. The quantities of Drug Substance specified for the following quarter of such Forecast shall be binding as provided in this Section 5.6 and the remaining two (2) quarters of such Forecast shall be non-binding. Unless agreed separately between the parties, each Purchase Order shall specify no more than three (3) delivery dates for the Drug Substance in each calendar quarter. Purchase Orders shall be in writing, and no verbal communications or e-mail shall be construed to mean a commitment to purchase or sell. Each Purchase Order delivered by Pfizer to Protalix pursuant to this Section 5.6(a) shall be binding on Protalix to the extent provided by Section 5.6(c). Protalix shall confirm receipt of any [***].

Forecasts Purchase Orders. [***], Pfizer shall deliver to Protalix Pfizer’s quarterly projection of the quantities of Drug Substance that Pfizer anticipates ordering from [***] Redacted pursuant to a confidential treatment request. Protalix pursuant to this Agreement (including Drug Substance that will be used as Safety Stock in accordance with Section 5.14) for the four (4) calendar quarters commencing with the first quarter that includes the first requested delivery date (the “Initial Forecast”), together with a firm purchase order (a “Purchase Order”) for Drug Substance for the first calendar quarter covered by such Initial Forecast. The quantities of Drug Substance specified for the following quarter of such Initial Forecast shall be binding as provided in this Section 5.6 5.6(d) and the remaining two (2) quarters of such Initial Forecast shall be non-binding. Thereafter, ninety (90) days prior to the first business day of each subsequent calendar quarter during the Term, Pfizer shall deliver to Protalix a rolling four (4) calendar quarter forecast updating the prior forecast (together with the Initial Forecast, each a “Forecast”), together with a Purchase Order for the first calendar quarter of such Forecast. The quantities of Drug Substance specified for the following quarter of such Forecast shall be binding as provided in this Section 5.6 5.6(d) and the remaining two (2) quarters of such Forecast shall be non-binding. Unless agreed separately between the parties, each Purchase Order shall specify no more than three (3) delivery dates for the Drug Substance in each calendar quarter. Purchase Orders shall be in writing, and no verbal communications or e-mail shall be construed to mean a commitment to purchase or sell. Each Purchase Order delivered by Pfizer to Protalix pursuant to this Section 5.6(a) shall be binding on Protalix to the extent provided by Section 5.6(c). Protalix shall confirm receipt of any [***]. [***], Pfizer shall also submit Forecasts and Purchase Orders for Licensed Product and the provisions of this Section 5.6(a) shall apply to such Forecasts and Purchase Orders as they do for Forecasts and Purchase Orders for Drug Substance.

Forecasts Purchase Orders. [***], Pfizer Chiesi shall deliver to Protalix PfizerChiesi’s quarterly projection of the quantities of Drug Substance Product [***] that Pfizer Chiesi anticipates ordering from Protalix pursuant to this Agreement for the four (4) calendar quarters Commercial Quarters commencing with the first quarter Commercial Quarter that includes the first requested delivery date (the “Initial Forecast”), together with a firm purchase order (a “Purchase Order”) for such Drug Substance Product [***] for the first calendar quarter Commercial Quarter covered by such Initial Forecast and for at least [***] of the second Commercial Quarter covered by such Initial Forecast. The quantities of Drug Substance Product [***] specified for the following quarter of such Initial Forecast shall be binding as provided in this Section 5.6 and the remaining two (2) quarters [***] of such Initial Forecast shall be non-binding. Thereafter, ninety (90) days [***] prior to the first business day Business Day of each subsequent calendar quarter Commercial Quarter during the Term, Pfizer Chiesi shall deliver to Protalix a rolling four (4) calendar quarter [***] Commercial Quarter forecast updating the prior forecast (together with the Initial Forecast, each a “Forecast”), together with a Purchase Order for such Drug Product [***] for the first calendar quarter Commercial Quarter covered by such Forecast and for at least [***] of the second Commercial Quarter covered by such Forecast. The quantities of Drug Substance Product [***] specified for the following quarter of such Forecast shall be binding as provided in this Section 5.6 and the remaining two (2) quarters Commercial Quarters of such Forecast shall be non-binding. Unless agreed separately between the partiesParties, each Purchase Order shall (i) specify no more than three one (31) delivery dates date for the Drug Substance Product [***] in each calendar quarterCommercial Quarter (unless each such delivery date in such Commercial Quarter is for a quantity of vials equal to the Minimum Batch Size or an exact multiple thereof), and (ii) be for a minimum quantity of the Minimum Batch Size. Purchase Orders shall be in writing, writing and no verbal communications or e-mail shall be construed to mean a commitment to purchase or sell. Each Purchase Order delivered by Pfizer Chiesi to Protalix pursuant to this Section 5.6(a4.5(a) shall be binding on Protalix, unless Protalix to the extent provided by Section 5.6(c). Protalix shall confirm receipt notifies Chiesi in writing of any its rejection thereof within [***]] of receipt of such Purchase Order; provided that Protalix may only reject Purchase Orders that do not comply with the terms of this Agreement or are otherwise not valid Purchase Orders (e.g., do not contain the requisite details). [***] Redacted pursuant to confidential treatment request.

Forecasts Purchase Orders. [***], Pfizer Chiesi shall deliver to Protalix PfizerChiesi’s quarterly projection of the quantities of Drug Substance Product (or, after [***]) that Pfizer Chiesi anticipates ordering from Protalix pursuant to this Agreement for the four (4) calendar quarters Commercial Quarters commencing with the first quarter Commercial Quarter that includes the first requested delivery date (the “Initial Forecast”), together with a firm purchase order (a “Purchase Order”) for such Drug Substance Product (or, after [***]) for the first calendar quarter Commercial Quarter covered by such Initial Forecast and for at least [***] of the second Commercial Quarter covered by such Initial Forecast. The quantities of Drug Substance Product (or, after [***]) specified for the following quarter of such Initial Forecast shall be binding as provided in this Section 5.6 and the remaining two (2) quarters [***] of such Initial Forecast shall be non-binding. Thereafter, ninety (90) days [***] prior to the first business day Business Day of each subsequent calendar quarter Commercial Quarter during the Term, Pfizer Chiesi shall deliver to Protalix a rolling four (4) calendar quarter [***] Commercial Quarter forecast updating the prior forecast (together with the Initial Forecast, each a “Forecast”), together with a Purchase Order for such Drug Product (or, after [***]) for the first calendar quarter Commercial Quarter covered by such Forecast and for at least [***] of the second Commercial Quarter covered by such Forecast. The quantities of Drug Substance Product (or, after [***]) specified for the following quarter of such Forecast shall be binding as provided in this Section 5.6 and the remaining two (2) quarters Commercial Quarters of such Forecast shall be non-binding. Unless agreed separately between the partiesParties, each Purchase Order shall (i) specify no more than three one (31) delivery dates date for the Drug Substance Product (or, after [***]) in each calendar quarterCommercial Quarter (unless each such delivery date in such Commercial Quarter is for a quantity of vials equal to the Minimum Batch Size or an exact multiple thereof), and (ii) be for a minimum quantity of the Minimum Batch Size. For the avoidance of doubt, for so long as this Agreement and the Ex-US Agreement are both in effect, the Minimum Batch Size shall apply on a combined basis with respect to unlabeled vials ordered and released in respect of anticipated sales in the Territory and outside of the Territory (i.e., Chiesi may split the ordered unlabeled vials included in the Minimum Batch Size (currently [***] vials) between amounts ordered for anticipated sales in the Territory and outside of the Territory, so long as such Purchase Order is for the Minimum Batch Size or an exact multiple thereof). Purchase Orders shall be in writing, writing and no verbal communications or e-mail shall be construed to mean a commitment to purchase or sell. Each Purchase Order delivered by Pfizer Chiesi to Protalix pursuant to this Section 5.6(a4.5(a) shall be binding on Protalix, unless Protalix to the extent provided by Section 5.6(c). Protalix shall confirm receipt notifies Chiesi in writing of any its rejection thereof within [***].] of receipt of such Purchase Order; provided that Protalix may only reject Purchase Orders that do not comply with the terms of this Agreement or are otherwise not valid Purchase Orders (e.g., do not contain the requisite details). [***] Redacted pursuant to confidential treatment request. 38

Forecasts Purchase Orders. At least [***]] prior to the first requested delivery date for Bulk Product, Pfizer Advanz shall deliver to Protalix PfizerApplied Advanz’s quarterly [***] projection of the quantities of Drug Substance Bulk Product that Pfizer Advanz anticipates ordering from Protalix Applied pursuant to this Agreement for the four (4) calendar quarters [***] commencing with the first quarter Calendar Quarter that includes the first requested delivery date (the “Initial Forecast”), together with a firm purchase order (a “Purchase Order”) for Drug Substance Bulk Product for the first calendar quarter [***] covered by such Initial Forecast. The quantities of Drug Substance Bulk Product specified for the following quarter of such Initial Forecast shall be binding as provided in this Section 5.6 and the remaining two (2) quarters [***] of such Initial Forecast shall be non-binding. Thereafter, ninety (90) days [***] prior to the first business day Business Day of each subsequent calendar quarter Calendar Quarter during the Term, Pfizer Xxxxxx shall deliver to Protalix Applied a rolling four (4) calendar quarter [***] forecast updating the prior forecast (together with the Initial Forecast, each a “Forecast”), together with a Purchase Order for the first calendar quarter [***] of such Forecast. The quantities of Drug Substance Bulk Product specified for the following quarter of such Forecast shall be binding as provided in this Section 5.6 and the remaining two (2) quarters [***] of such Forecast shall be non-binding. Unless agreed separately between the partiesParties in writing, each Purchase Order shall specify no more than three one (31) delivery dates date for the Drug Substance Bulk Product in each calendar quarter[***]. Purchase Orders shall be in writing, and no verbal communications or e-mail shall be construed to mean a commitment to purchase or sell. Each Purchase Order delivered by Pfizer Advanz to Protalix Applied pursuant to this Section 5.6(a8.4(a) shall be binding on Protalix to Applied, unless such Purchase Order exceeds the extent provided Initial Forecast by Section 5.6(c). Protalix shall confirm receipt of any more than [***]of quantity of Bulk Product, in which case Applied may notify Advanz in writing of its rejection in respect of the quantity in excess of the Initial Forecast within [***] of receipt of such Purchase Order.