Planning Forecasts Sample Clauses

Planning Forecasts. On October 1st of each Contract Year beginning with the first October 1st that is within six months prior to the anticipated commercial launch of the Semnur Product, Semnur will supply Genzyme with a written five (5) year rolling forecast (for clarity, each such planning forecast shall be for the five (5) Contract Years following the Contract Year in which such planning forecast is provided to Genzyme), of Semnur’s projected requirements for the Product. Such planning forecasts shall represent Semnur’s most current estimates for planning purposes only, and shall not be considered to be purchase commitments.

Planning Forecasts. On or before July 31 of each year during the Commercial Supply Phase, Allos shall submit to Hovione (a) a forecast of Allos’s estimated requirements for API for each of the next [ * ] (each, a “Planning Forecast”) and (b) [ * ] forecast projecting estimated quantities that will be ordered by Allos during the following [ * ] (each, a “Manufacturing Forecast”) split over [ * ] calendar quarters. All estimates set forth in Planning Forecasts and Manufacturing Forecasts shall not constitute a contractual commitment by Allos for such quantities; however, such estimates shall constitute Allos’s anticipated maximum level of demand and utilization of capacity for API production, subject to Section 4.3(c), and Hovione may use such estimates for facilities, personnel, production and campaign scheduling and budget planning purposes. The Parties agree that each annual Manufacturing campaign undertaken by Hovione shall be no smaller than that stated in Attachment B under “3. Minimum API Lot Sizes for Pricing,” and that Hovione may produce a campaign of any amount that is supported by Allos’ Planning and Manufacturing Forecasts. No less than [ * ] prior to the start of the annual campaign, Hovione shall inform Allos of its proposed format, quantity and calendar (“Campaign Plan”). Should Allos require that the campaign be any different than proposed, it shall notify Hovione in writing no less than [ * ] prior to its planned conclusion and Hovione will use good faith efforts to adjust the campaign in accordance with Allos’ request. If requested by Hovione, Allos shall promptly issue Purchase Orders in amounts that justify the requested changes to the Campaign Plan.

Planning Forecasts. 2.3.1. On the [**] of each calendar quarter, Akebia will provide EQ a rolling forecast for Akebia’s anticipated need for Product supplied by EQ each calendar quarter in the following [**] months, or shorter period as may remain under the Term (“Proposed Forecast”). The first [**] months of each Proposed Forecast shall be binding on the Parties, once accepted by EQ (“Binding Forecast”). The remaining [**] months will be projected in good faith, but will remain non-binding (“Non-Binding Forecast”). The first Proposed Forecast under this Agreement is the fully executed version of the forecast that was received by email by EQ from Akebia on [**] (“First Forecast”). Upon execution of this Agreement, the First Forecast shall be considered accepted by EQ, and, therefore, the initial [**] months of the First Forecast shall be binding on the Parties and become the first Binding Forecast. For future forecasts, EQ must communicate its written acceptance or rejection of the Proposed Forecast to Akebia within [**] of its receipt by EQ. Failure by EQ to accept or reject the Proposed Forecast within [**] of its receipt will result in the first [**] months of Proposed Forecast becoming a Binding Forecast and, therefore, become binding upon both Parties. For clarification, upon acceptance of a Proposed Forecast by EQ, only the first [**] months of Proposed Forecast become a Binding Forecast and, therefore, the rest of the months in the Proposed Forecast remain a Non-Binding Forecast. 2.3.2. Except with EQ’s specific written acceptance, which shall not be unreasonably denied, withheld or conditioned, the volumes for a new quarter in the Binding Forecast shall not be below [**] percent ([**]%), nor shall it be above [**] percent ([**]%) of the volumes forecasted for such quarter in the previous Non-Binding Forecast. Except with EQ’s specific written acceptance, which shall not be unreasonably denied, withheld or conditioned, a newly provided forecast shall not amend a previous Binding Forecast. Unless otherwise agreed in good faith between the Parties, the maximum aggregate volume of Product that EQ anticipates being able to Manufacture and supply during each period of [**] months while this Agreement is in effect is [**] of total Product (“Maximum Volume”) and, therefore, except with the specific written acceptance of EQ, the Forecasts provided by Akebia shall not exceed the Maximum Volume during any [**] months period during the Term. 2.3.3. Events of a regulatory nature t...