Common use of Forecasts Purchase Orders Clause in Contracts

Forecasts Purchase Orders. (a) At least [***] prior to the anticipated Launch Date, or as soon as practicable after Cobalt provides notice to King of the anticipated Launch Date, Cobalt will deliver to King a [***] forecast for its purchases of Generic Product beginning on the date of such forecast (the "Initial Forecast"), which will include an initial launch quantity agreed upon by the Parties (the "Launch Quantity"). The first [***] included in such Initial Forecast will constitute a binding order for Generic Product from King. Thereafter, Cobalt will provide King with rolling [***] forecasts for the Generic Product on a quarterly basis within [***] prior to the start of each Calendar Quarter covering Cobalt's expected purchases of Generic Product during the [***] commencing at the beginning of such upcoming Calendar Quarter. The forecast for the first [***] included in each rolling forecast (except for the Initial Forecast) will constitute a binding order from Cobalt for [***] the Generic Product included in such forecast, and the forecast for the subsequent [***] included in each rolling forecast (except for the Initial Forecast) will constitute a binding order from Cobalt for [***] the Generic Product included in such forecast. (b) Cobalt will place purchase orders for Generic Product in accordance with its binding forecasts by delivering a purchase order in writing to King no later than the 25th day of each calendar month. Each purchase order will contain the information set forth in Appendix 1 to this Agreement. Each purchase order will be for at least the minimum quantities consistent with King's then current minimum batch sizes for the Branded Product or multiples thereof. In the event of a conflict between the terms and conditions of this Agreement and a purchase order, the terms and conditions of this Agreement will control. (c) No purchase order will be binding on King unless accepted in writing by King, with confirmation of the expected delivery date for the Generic Product included in the purchase order. King will use commercially reasonable efforts to accept the purchase order as presented and confirm date of shipment within [***] of receipt thereof; provided that King will not be required to accept purchase orders (i) for quantities of Generic Product in excess of the PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. amount specified in the forecast for the relevant month, (ii) if the delivery lead time for the purchase order is less than [***], or (iii) if it otherwise fails to comply with the terms and conditions of this Agreement.

Forecasts Purchase Orders. In connection with the delivery of the first Purchase Order (a) At which as noted in Section 2.2 must be at least [***] six months prior to the anticipated Launch Daterequested delivery date for the Product set forth in the Purchase Order), or as soon as practicable after Cobalt provides notice Verona shall submit to King Ritedose a written non-binding forecast of the anticipated Launch Date, Cobalt will deliver to King a [***] forecast quantity of the Product (allocated by Product SKU and by month) that Verona anticipates ordering from Ritedose for its purchases the first eighteen-month period following the issuance of Generic Product beginning on the date of such forecast first Purchase Order under this Agreement (the "Initial “Rolling Forecast"”), which Rolling Forecast shall be updated in writing by Verona and delivered to Ritedose on or before the fifth day of each calendar month beginning with the month following the month in which the first Purchase Order was delivered to Ritedose and continuing each month thereafter during the Term. Verona will include an initial launch quantity agreed upon by use best efforts to evenly distribute its Product requirements over the Parties (the "Launch Quantity"). The first [***] months included in such Initial Forecast will constitute a binding order for Generic Product from Kingeach Rolling Forecast. ThereafterAt the time of submission of the initial rolling Forecast, Cobalt will provide King with rolling [***] forecasts Verona shall deliver to Ritedose firm written purchase orders (“Purchase Order(s)”) for the Generic quantity of the Product reflected for each of the first six-month periods in the Rolling Forecast, with each Purchase Order indicating the requested delivery dates for such orders. Ritedose shall accept each Purchase Order within ten business days after receipt. If Ritedose fails to acknowledge a Purchase Order within ten business days after receipt, Ritedose shall be deemed to have accepted such Purchase Order. At the time of submission of the second Rolling Forecast, which shall be submitted on a quarterly basis within [***] prior the fifth day of the month following the month in which the first Purchase Order was delivered to Ritedose, and at the start time of submission of each Calendar Quarter covering Cobalt's expected purchases monthly updated Rolling Forecast thereafter, Verona shall deliver to Ritedose at the time of Generic submission of the updated Rolling Forecast binding Purchase Orders for the quantity of the Product during reflected in the [***] commencing sixth month of such Rolling Forecast (indicating the quantity of each Product SKU and delivery dates for such orders), if any, so that at the beginning of each such upcoming Calendar Quartermonth Ritedose has from Verona binding Purchase Orders for the Product for six months into the future. The forecast for first six months of each Rolling Forecast shall be binding on the first [***] included in each rolling forecast (except for Parties to the Initial Forecast) will constitute a binding order from Cobalt for [***] the Generic Product included in such forecast, extent of Purchase Orders received and the forecast for the subsequent [***] included in each rolling forecast (except for the Initial Forecast) will constitute a binding order from Cobalt for [***] the Generic Product included in such forecast. (b) Cobalt will place purchase orders for Generic Product accepted by Ritedose in accordance with its binding forecasts by delivering a purchase order in writing to King no later than the 25th day terms of each calendar month. Each purchase order will contain the information set forth in Appendix 1 to this Agreement. Each purchase order will be for at least the minimum The quantities consistent with King's then current minimum batch sizes of Product set forth for the Branded Product or multiples thereof. In the event ninth month of a conflict between the terms and conditions of this Agreement and a purchase orderRolling Forecast (in each case, the terms and conditions of this Agreement will control. (crespective “Determinative Rolling Forecast”) No purchase order will may not, when the Purchase Order for such respective month is submitted to Ritedose, be binding on King unless accepted in writing increased or decreased by King, with confirmation more than 25% of the expected delivery date monthly average of the quantity of Product ordered, or forecasted to be ordered, for the Generic Product included in sixth, seventh and eighth months of such Determinative Rolling Forecast, without Ritedose’s consent or as otherwise mutually agreed by the purchase order. King will use commercially reasonable efforts to accept the purchase order as presented and confirm date of shipment within [***] of receipt thereof; provided that King will not be required to accept purchase orders (i) for quantities of Generic Product in excess of the PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. amount specified in the forecast for the relevant month, (ii) if the delivery lead time for the purchase order is less than [***], or (iii) if it otherwise fails to comply with the terms and conditions of this AgreementParties.

Forecasts Purchase Orders. (a) At least Within [***] after the Effective Date, Advancis shall provide to CEPH its initial twelve (12) month forecast for Advancis’ purchases of Products (the “Initial Forecast”). The Initial Forecast shall cover the twelve (12) month period commencing with the next calendar month following the month in which Advancis delivers the Initial Forecast to CEPH. The Initial Forecast shall be in good faith and nonbinding. For commercial launch supplies of Products, Advancis shall provide its initial firm order no later than [***] prior to the anticipated Launch Date, or as soon as practicable after Cobalt provides notice to King of designated delivery date. (b) After the anticipated Launch Date, Cobalt will deliver to King a [***] forecast for its purchases of Generic Product beginning on the date of such forecast (the "Initial Forecast"), which will include an initial launch quantity agreed upon by the Parties (the "Launch Quantity"). The first [***] included in such Initial Forecast will constitute a binding order for Generic Product from King. Thereafter, Cobalt will provide King with rolling [***] forecasts for the Generic Product on a quarterly basis within [***] prior to the start of each Calendar Quarter covering Cobalt's expected purchases of Generic Product during or before the [***] commencing at of each calendar quarter throughout the beginning of such upcoming Calendar Quarter. The Term, Advancis shall provide to CEPH a twelve (12) month rolling written forecast for its purchases of Products per month (each, a “Forecast”). Each Forecast shall cover the first twelve (12) month period commencing with the next calendar quarter following the quarter in which Advancis delivers such Forecast to CEPH. For example, if the delivery date of a Forecast were [***], then the Forecast would cover the twelve (12) month period commencing [***] included in each rolling forecast (except for the Initial Forecast) will constitute a binding order from Cobalt for and ending [***] the Generic Product included in such forecast, and the forecast for the subsequent [***] included in each rolling forecast (except for the Initial Forecast) will constitute a binding order from Cobalt for [***] the Generic Product included in such forecast. (b) Cobalt will place purchase orders for Generic Product in accordance with its binding forecasts by delivering a purchase order in writing to King no later than the 25th day of each calendar month. Each purchase order will contain the information set forth in Appendix 1 to this Agreement. Each purchase order will be for at least the minimum quantities consistent with King's then current minimum batch sizes for the Branded Product or multiples thereof. In the event of a conflict between the terms and conditions of this Agreement and a purchase order, the terms and conditions of this Agreement will control]. (c) No After providing its initial firm order, Advancis shall deliver to CEPH purchase order will orders for the Products (each a “Purchase Order”) on a monthly basis. Each Purchase Order shall be binding on King unless accepted in writing by King, with confirmation of the expected delivery firm. The required shipment date for the Generic Products ordered in each Purchase Order shall be the date indicated by Advancis in each Purchase Order (the “Delivery Date”). Advancis shall deliver each Purchase Order to CEPH no later than ninety (90) days before the applicable Delivery Date. CEPH shall confirm the Delivery Dates, in writing, within fifteen (15) days of receipt of the Purchase Orders from Advancis. Each Purchase Order shall be placed for entire lot quantities of Products as described in Schedule E. Each Purchase Order shall designate the amount of each type of Product included ordered by Advancis (in entire lot quantities as described in Schedule E). For example, Schedule F attached hereto provides hypothetical order amounts for Products. (d) With respect to each Purchase Order, the total number of units of Products forecasted in the purchase order. King will use commercially reasonable efforts most recent Forecast for the month of the applicable Delivery Date shall be referred to accept as the purchase order as presented “Firm Quantity.” CEPH shall be required to manufacture, supply and confirm date ship the quantities of shipment within Products ordered by Advancis in each Purchase Order, up to [***] of receipt thereof; provided that King will not be required the Firm Quantity (in entire lot quantities as described in Schedule E). In addition, upon the request of Advancis, CEPH shall use commercially reasonable efforts to accept purchase orders (i) for manufacture, supply and deliver to Advancis additional quantities of Generic Product Products (i.e., quantities in excess of [***] of the PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934Firm Quantity). amount specified in For each month throughout the forecast for the relevant monthTerm, (ii) if the delivery lead time for the Advancis shall order and agrees to purchase order is from CEPH no less than [***]] of the Firm Quantity (in entire lot quantities as described in Schedule E). (e) For each Purchase Order, or (iii) if it otherwise fails CEPH shall deliver the ordered Products, in accordance with Article 3, no later than [***] after the applicable Delivery Date. Advancis shall be obligated to comply pay CEPH, in accordance with Article 3, for quantities of Products produced and delivered by CEPH in accordance with the terms and conditions of this Agreementinstructions contained in the Purchase Orders. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

Forecasts Purchase Orders. (a) At least [***] No later than forty-five (45) days prior to the anticipated Launch Datecommencement of each calendar quarter during the term of this Agreement, or as soon as practicable after Cobalt provides notice GTC shall provide a non-binding written forecast to King Genzyme stating the amount of the anticipated Launch Date, Cobalt Collaboration Products GTC reasonably anticipates it will deliver to King a [***] forecast purchase from Genzyme for its purchases each of Generic Product beginning on the date of such forecast next eight (the "Initial Forecast")8) calendar quarters, which will include an initial launch quantity agreed upon forecast shall be broken out by the Parties (the "Launch Quantity"). The first [***] included in such Initial Forecast will constitute a binding order for Generic Product from King. Thereafter, Cobalt will provide King with rolling [***] forecasts quarter for the Generic Product on a quarterly basis within [***] first four (4) calendar quarters covered thereby. GTC has delivered to Genzyme the initial forecast prior to the start execution of each Calendar Quarter covering Cobalt's expected purchases of Generic Product during the [***] commencing at the beginning of such upcoming Calendar Quarter. The forecast for the first [***] included in each rolling forecast (except for the Initial Forecast) will constitute a binding order from Cobalt for [***] the Generic Product included in such forecast, and the forecast for the subsequent [***] included in each rolling forecast (except for the Initial Forecast) will constitute a binding order from Cobalt for [***] the Generic Product included in such forecastthis Agreement. (b) Cobalt will place Annual firm purchase orders for Generic Product in accordance with its binding forecasts Collaboration Products shall be placed by delivering a purchase order in writing to King GTC no later than the 25th day commencement of each calendar monthyear during the period in which Genzyme provides Manufacturing Services hereunder. Each The firm purchase order will contain orders may differ from the information set forth forecast provided by GTC pursuant to clause (a) above; PROVIDED, HOWEVER, that Genzyme shall not be obligated to supply GTC in Appendix 1 any given month in a calendar quarter amounts of Collaboration Products in excess of [*****] percent ([*****] %) of the amount provided for such month in the most recent annual forecast provided by GTC and in no event in excess of Genzyme's capacity to this Agreementmanufacture Collaboration Products in the Facility as described in the Manufacturing Work Plan. Each Firm purchase order will orders shall be for at least the minimum quantities consistent with Kingdelivered by GTC to Genzyme's then current minimum batch sizes for the Branded Product or multiples thereof. In the event of a conflict between the terms and conditions of this Agreement and a purchase order, the terms and conditions of this Agreement will controlManufacturing Project Manager (as defined below). (c) No Each firm purchase order will shall include: (i) the quantity of Collaboration Products to be binding on King unless accepted in writing purchased; (ii) the requested delivery date(s) therefor; (iii) any relevant shipping instructions; and (iv) any other information dictated by King, with confirmation the circumstances of the expected delivery date for order. Genzyme shall accept purchase orders issued to it by GTC that are within the Generic Product included amounts allowed by the restrictions set forth in the clause (b) above within five (5) Business Days after receipt of such purchase order. King will Genzyme shall use commercially reasonable efforts to accept the purchase order as presented and confirm date of shipment within [***] of receipt thereof; provided that King will not be required ship Collaboration Products to accept purchase orders (i) for quantities of Generic Product GTC or its designee in excess of the PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. amount specified in the forecast for the relevant month, (ii) if the delivery lead time for the purchase order is less than [***], or (iii) if it otherwise fails to comply accordance with the terms and conditions of this Agreementthe purchase order.