definiens: means the difference between the Minimum Monthly Volume and the number of comp lete Batches actually ordered for such month, the term means the average of the estimated Batch Size for each SKU of Finished Product, as such estimates are reflecte d on Schedule 1.4 hereto, and the term means the average of the then - e ffective per unit Supply Price for each SKU of Finished Product . Notwithstanding the foregoing : ( a ) Buyer shall not be required to make a payment to [COMPANY] in accordance with this Section 4.4 with respect to any month in which Buyer shall fail to order the Minimum Monthly Volu me in the event Buyer ( x ) shall order at leastillll · - of the Minimum Monthly Volume of Batches ( rounded to the nearest whole Batch ) for such month and ( y ) shall have orde red at least one hundred percent ( 100 % ) of the Minimum Monthly Volume with respect to 11111 out of the · - prior consecutive months ; ( b ) Buyer shall have the right to decrease the Minimum Monthly Volume by IJIIIII 11111 ( rounded to the nearest whole Batch ) upon one hundred twenty ( 120 ) days advance written notice to [COMPANY] at any time after the Suspension Transf er Date ; and ( c ) Buyer shall have the right to decrease the Minimum Monthly Volumeby, _ .. ( rounded to the nearest whole Batch ) upon one hundred twenty ( 120 ) da ys advance written notice to [COMPANY] upon the occurrence of a Material Adverse Change ; provided that in the event of any Material Adverse Change, Buyer shall exercise commercially reasona ble efforts to avoid or remedy such Material Adverse Change as soon as possible and shall keep [COMPANY] reasonably apprised of the status of the continuation of such Material Adverse Change ; and provided further that any reduction of the Minimum Monthly Volume in connection with clause ( c ) shall continue only for such period as the Material Adverse Change giving rise to such reduction shall be in effect . In the event of any r.eductio in the Mini.mum Monthly Volume in acco dance with cla . u.s):::.- : : ir . ( . co)_fth·i·s S.ectio·n · · 4.4, the Maximum Monthly Volume shall be correspondmgly reduced by- and,1111 _, respectively, ( rounded to the nearest whole Batch ) automatically with no further action by the Parties . In the event a Material Adverse Change shall continue in effect for more than six ( 6 ) consecutive months following th e decrease in the Minimum Monthly Volume, the Parties shall negotiate in good faith appropr iate amendments to this Agreement . CONFIDENTIAL TREATMENT -7- 11111 otlllilll- 4.5 . Maximum Monthly Volume