SUCH ARTWORK, ADVERTISING AND PACKAGING INFORMATION OR ANY
REPRODUCTION THEREOF MAY NOT BE USED BY CARDINAL HEALTH FOLLOWING THE
TERMINATION OF THIS AGREEMENT, OR DURING THE TERM OF THIS AGREEMENT IN ANY
MANNER OTHER THAN SOLELY FOR THE PURPOSE OF PERFORMING ITS OBLIGATIONS
HEREUNDER.
4
3.4
REIMBURSEMENT FOR MATERIALS. IN THE EVENT OF
(A) A SPECIFICATION CHANGE FOR ANY REASON, (B) TERMINATION OR EXPIRATION OF THIS
AGREEMENT; OR (C) OBSOLESCENCE OF ANY RAW MATERIAL, CLIENT SHALL BEAR THE COST
OF ANY UNUSED RAW MATERIALS, PROVIDED THAT CARDINAL HEALTH PURCHASED SUCH RAW
MATERIALS IN QUANTITIES CONSISTENT WITH CLIENT'S MOST RECENT FIRM COMMITMENT AND
THE SUPPLIER'S MINIMUM PURCHASE OBLIGATIONS.
ARTICLE 4
MINIMUM COMMITMENT, PURCHASE ORDERS & FORECASTS
4.1
MINIMUM REQUIREMENT. DURING EACH CONTRACT
YEAR, THE PARTIES ACKNOWLEDGE THAT CLIENT IS NOT OBLIGATED TO BUY ANY SPECIFIC
AMOUNT OF PRODUCT UNDER THIS AGREEMENT, EXCEPT FOR THE QUANTITIES THAT CLIENT
SHALL ACTUALLY ORDER THROUGH SUCH BINDING PURCHASE ORDERS, AS SPECIFIED IN
SECTION 4.3 BELOW, AND IN MINIMUM ORDER QUANTITIES AS SPECIFIED IN EXHIBIT B.
4.2
FORECAST. ON OR PRIOR TO THE TENTH (10TH)
CALENDAR DAY OF EACH MONTH, BEGINNING AT LEAST FOUR MONTHS PRIOR TO THE
ANTICIPATED COMMENCEMENT DATE, CLIENT SHALL FURNISH TO CARDINAL HEALTH A WRITTEN
COMMERCIALLY REASONABLE ROLLING FORECAST OF PRODUCT QUANTITIES FOR THE TWELVE
MONTHS FOLLOWING THE MONTH IN WHICH SUCH FORECAST IS SUBMITTED, THAT REFLECTS
BOTH (A) QUANTITIES SUBJECT TO PURCHASE ORDERS PURSUANT TO THIS AGREEMENT AND
(B) ADDITIONAL QUANTITIES OF PRODUCT THAT CLIENT REASONABLY EXPECTS TO ORDER
FROM CARDINAL HEALTH DURING SUCH PERIOD ("ROLLING FORECAST"). THE FIRST THREE
(3) MONTHS OF EACH ROLLING FORECAST SHALL CONSTITUTE A FIRM ORDER FOR PRODUCT
AND BINDING COMMITMENT TO SUBMIT PURCHASE ORDERS FOR THE QUANTITIES OF PRODUCT
SPECIFIED THEREIN ("FIRM COMMITMENT") AND THE FOLLOWING NINE (9) MONTHS OF THE
ROLLING FORECAST SHALL BE NON-BINDING, GOOD FAITH ESTIMATES FOR PLANNING
PURPOSES ONLY AND SHALL NOT CONSTITUTE BINDING COMMITMENTS BY CLIENT TO PURCHASE
PRODUCT.
4.3
PURCHASE ORDERS. AT LEAST 90 DAYS PRIOR TO
THE DESIRED DELIVERY DATE, CLIENT SHALL SUBMIT A FIRM, BINDING, NON-CANCELABLE
PURCHASE ORDER FOR THAT LATEST MONTH'S FIRM COMMITMENT PORTION OF THE ROLLING
FORECAST, ("PURCHASE ORDER") SPECIFYING REQUESTED DELIVERY DATES FOR EACH BATCH.
IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF ANY PURCHASE ORDER AND THIS
AGREEMENT, THIS AGREEMENT
SHALL
CONTROL. NOTWITHSTANDING
THE
FOREGOING,
CARDINAL
HEALTH
SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO
SUPPLY CLIENT WITH QUANTITIES OF PRODUCT WHICH ARE IN EXCESS OF THE QUANTITIES
SPECIFIED IN THE FIRM COMMITMENT, SUBJECT TO CARDINAL HEALTH'S OTHER SUPPLY
COMMITMENTS AND MANUFACTURING AND EQUIPMENT CAPACITY.
4.4
CARDINAL HEALTH'S CANCELLATION OF PURCHASE
ORDERS. NOTWITHSTANDING THE TERMS AND CONDITIONS SET FORTH IN SECTION 4.5 BELOW,
CARDINAL HEALTH RESERVES THE RIGHT TO CANCEL ALL, OR ANY PART OF, A PURCHASE
ORDER UPON WRITTEN NOTICE TO CLIENT, AND CARDINAL HEALTH SHALL HAVE NO FURTHER
OBLIGATIONS OR LIABILITY WITH RESPECT TO SUCH PURCHASE ORDER IF CLIENT REFUSES
OR FAILS TO MAKE SCHEDULED DELIVERIES OF THE API.
4.5
CLIENT'S MODIFICATION OR CANCELLATION.
A.
CLIENT MAY MODIFY THE DELIVERY