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. (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.