Common use of Forecasts Purchase Orders Clause in Contracts

Forecasts Purchase Orders. (a) 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 designated delivery date. (b) After the Initial Forecast, on or before the [***] of each calendar quarter throughout 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 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 [***] and ending [***]. (c) After providing its initial firm order, Advancis shall deliver to CEPH purchase orders for the Products (each a “Purchase Order”) on a monthly basis. Each Purchase Order shall be firm. The required shipment date for the 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 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 most recent Forecast for the month of the applicable Delivery Date shall be referred to as the “Firm Quantity.” CEPH shall be required to manufacture, supply and ship the quantities of Products ordered by Advancis in each Purchase Order, up to [***] of 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 manufacture, supply and deliver to Advancis additional quantities of Products (i.e., quantities in excess of [***] of the Firm Quantity). For each month throughout the Term, Advancis shall order and agrees to purchase from CEPH no less than [***] of the Firm Quantity (in entire lot quantities as described in Schedule E). (e) For each Purchase Order, CEPH shall deliver the ordered Products, in accordance with Article 3, no later than [***] after the applicable Delivery Date. Advancis shall be obligated to pay CEPH, in accordance with Article 3, for quantities of Products produced and delivered by CEPH in accordance with the instructions 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. In connection with the delivery of the first Purchase Order (awhich as noted in Section 2.2 must be at least six months prior to the requested delivery date for the Product set forth in the Purchase Order), Verona shall submit to Ritedose a written non-binding forecast of the quantity of the Product (allocated by Product SKU and by month) Within [***] after that Verona anticipates ordering from Ritedose for the Effective Date, Advancis shall provide to CEPH its initial twelve (12) first eighteen-month forecast for Advancis’ purchases period following the issuance of Products the first Purchase Order under this Agreement (the “Initial Rolling Forecast”). The Initial , which Rolling Forecast shall cover be updated in writing by Verona and delivered to Ritedose on or before the twelve (12) fifth day of each calendar month period commencing beginning with the next calendar month following the month in which Advancis delivers the Initial first Purchase Order was delivered to Ritedose and continuing each month thereafter during the Term. Verona will use best efforts to evenly distribute its Product requirements over the months included in each Rolling Forecast. At the time of submission of the initial rolling Forecast, Verona shall deliver to Ritedose firm written purchase orders (“Purchase Order(s)”) for the 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 the fifth day of the month following the month in which the first Purchase Order was delivered to Ritedose, and at the time of submission of each monthly updated Rolling Forecast thereafter, Verona shall deliver to CEPHRitedose at the time of submission of the updated Rolling Forecast binding Purchase Orders for the quantity of the Product reflected in the 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 month Ritedose has from Verona binding Purchase Orders for the Product for six months into the future. The Initial first six months of each Rolling 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 binding on the Parties to the designated delivery date. (b) After the Initial Forecast, on or before the [***] extent of each calendar quarter throughout 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 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 [***] and ending [***]. (c) After providing its initial firm order, Advancis shall deliver to CEPH purchase orders for the Products (each a “Purchase Order”) on a monthly basis. Each Purchase Order shall be firm. The required shipment date for the 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 ordered received and accepted 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 most recent Forecast for the month of the applicable Delivery Date shall be referred to as the “Firm Quantity.” CEPH shall be required to manufacture, supply and ship the quantities of Products ordered by Advancis in each Purchase Order, up to [***] of 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 manufacture, supply and deliver to Advancis additional quantities of Products (i.e., quantities in excess of [***] of the Firm Quantity). For each month throughout the Term, Advancis shall order and agrees to purchase from CEPH no less than [***] of the Firm Quantity (in entire lot quantities as described in Schedule E). (e) For each Purchase Order, CEPH shall deliver the ordered Products, in accordance with Article 3, no later than [***] after the applicable Delivery Date. Advancis shall be obligated to pay CEPH, in accordance with Article 3, for quantities of Products produced and delivered by CEPH Ritedose in accordance with the instructions contained terms of this Agreement. The quantities of Product set forth for the ninth month of a Rolling Forecast (in each case, the respective “Determinative Rolling Forecast”) may not, when 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 1934Order for such respective month is submitted to Ritedose, AS AMENDEDbe increased or decreased by more than 25% of the monthly average of the quantity of Product ordered, or forecasted to be ordered, for the sixth, seventh and eighth months of such Determinative Rolling Forecast, without Ritedose’s consent or as otherwise mutually agreed by the Parties.