THE PARTIES; PROVIDED, HOWEVER, THAT ANY REQUESTED
MODIFICATIONS, CHANGES OR SUPPLEMENTS SHALL NOT AFFECT EXISTING FIRM PURCHASE
ORDERS UNLESS BOTH PARTIES AGREE TO SUCH CHANGES.
BTC SHALL NOTIFY NUVASIVE AT
LEAST 30 DAYS IN ADVANCE OF ANY CHANGE IN ANY PROCESSING PROCEDURES OR
PROTOCOLS.
NUVASIVE SHALL PAY FOR ANY GRAFTS THAT ARE ALREADY IN PRODUCTION
UNDER THE PREVIOUS SPECIFICATIONS AS OF THE DATE THE NEW SPECIFICATIONS ARE
EFFECTIVE.
(C)
FORECAST AND INVENTORY.
(I)
NUVASIVE SHALL PROVIDE BTC WITH A MONTH-BY-MONTH FORECAST OF ITS
ANTICIPATED TISSUE REQUIREMENTS FOR EACH CALENDAR YEAR, BEGINNING WITH THE 2005
CALENDAR YEAR, NOT LATER THAN 30 DAYS PRIOR TO THE COMMENCEMENT OF THE
APPLICABLE CALENDAR YEAR.
WITHIN 10 DAYS OF BTC'S RECEIPT OF EACH CALENDAR YEAR
FORECAST, BTC SHALL INDICATE WHETHER IT ANTICIPATES BEING ABLE TO MEET SUCH
FORECAST.
NUVASIVE MAY AT ANY TIME UPDATE ANY SUCH FORECAST FOR ANY MONTHLY
PERIOD(S) BEGINNING 30 DAYS OR MORE FOLLOWING THE DATE NUVASIVE PROVIDES WRITTEN
NOTICE OF SUCH UPDATE.
SUCH UPDATE(S) MAY BE CONTAINED IN ANY WRITING,
INCLUDING A PURCHASE ORDER OR AN MRP REPORT.
BTC SHALL USE ITS BEST EFFORTS TO
MAINTAIN IN INVENTORY A STOCK OF A MINIMUM AMOUNT OF TISSUE MATERIAL EQUAL TO
THE AMOUNT FORECAST BY NUVASIVE FOR THE NEXT MONTH'S FORECASTED VOLUME.
FOR
INSTANCE, IF THE FORECAST FOR JANUARY THROUGH MARCH IS 10, 12 AND 14 UNITS
RESPECTIVELY, THEN BTC SHALL KEEP 12 UNITS ON THE SHELF IN JANUARY (FEBRUARY'S
FORECAST) AND 14 UNITS IN FEBRUARY (MARCH'S FORECAST).
BTC SHALL USE FIFO
(FIRST IN, FIRST OUT) INVENTORY PROCEDURES WITH RESPECT TO THE TISSUES SO THAT
OLDER STOCK IS USED UP FIRST.
BTC WILL MAKE ITS BEST EFFORT TO PROCESS TISSUE
ACCORDING TO NUVASIVE FORECAST.
(II)
BTC WILL REQUIRED AN 6-8 WEEK LEAD TIME FOR PROCESSING TISSUE
PRODUCTS.
FOR INSTANCE, IF THE FORECAST FOR JANUARY IS 10 THOSE GRAFTS WILL NOT
BE AVAILABLE UNTIL MARCH FOR RELEASE AND DISTRIBUTION TO NUVASIVE.
BTC WILL
CONTACT NUVASIVE WHEN THE GRAFTS ARE READY FOR DISTRIBUTION.
BTC WILL REQUEST A
PO FROM NUVASIVE ONCE GRAFTS ARE READY FOR RELEASE.
IN THE EVENT THAT THE
TISSUE IS NOT SENT TO NUVASIVE WHEN THE TISSUE IS RELEASED TO DISTRIBUTION
STOCK, BTC WILL KEEP THE UNITS PRODUCED FROM FORECASTED AMOUNTS IN STOCK UNTIL
THEY ARE READY TO BE DISTRIBUTED TO NUVASIVE.
IT IS NOT BTC'S INTENTION TO KEEP
TISSUE FOR NUVASIVE PAST 1 MONTH AFTER THE TISSUE IS RELEASED TO
2
DISTRIBUTION STOCK.
BTC SHALL USE FIFO (FIRST IN, FIRST OUT) INVENTORY
PROCEDURES WITH RESPECT TO THE TISSUES SO THAT OLDER STOCK IS USED UP FIRST.
(D)
INSPECTION OF FACILITIES.
NUVASIVE SHALL HAVE THE RIGHT TO INSPECT
THE PROCESSING FACILITY WHERE THE TISSUES ARE TO BE PROCESSED (THE "FACILITY")
BETWEEN THE HOURS OF 9:00 A.M. AND 5:00 P.M. ON ANY BUSINESS DAY UPON GIVING NO
LESS THAN 3 BUSINESS DAYS WRITTEN NOTICE DURING THE TERM OF THIS AGREEMENT IN
ORDER TO ENSURE BTC'S CONTINUING COMPLIANCE WITH THE TERMS AND CONDITIONS OF
THIS AGREEMENT.
THE PERFORMANCE OF NUVASIVE'S OBLIGATIONS UNDER THIS