BUT
SHALL NOT BE OBLIGATED, TO SUPPLY SUCH ADDITIONAL PRODUCT; AND (C) LICENSEE MAY
NOT INCREASE OR DECREASE BY MORE THAN [*****] IN THE AGGREGATE THE AMOUNT OF
PRODUCT REQUIRED IN A CALENDAR QUARTER COMPARED TO THE PREVIOUS CALENDAR
QUARTER, EXCEPT FOR LAUNCH STOCKS OR UNLESS OTHERWISE AGREED BY ACORDA.
4.4
Launch Stocks.
At least [*****] prior to an
anticipated Regulatory Approval in a Major Market Country, the Parties shall
discuss and agree upon the manufacture and purchase of
*****Omitted pursuant to a confidential treatment request.
8
SPECIFIC QUANTITIES OF LAUNCH STOCKS FOR LAUNCH OF THE PRODUCT IN THE APPLICABLE
MAJOR MARKET COUNTRY.
LAUNCH STOCKS SHALL BE ORDERED NOT LATER THAN [*****]
FROM RECEIPT BY LICENSEE OF AN APPROVAL LETTER FROM A REGULATORY AUTHORITY IN
RESPECT OF AN NDA IN A MAJOR MARKET COUNTRY.
4.5
PURCHASE ORDERS.
(A)
GENERAL.
LICENSEE SHALL ACCOMPANY ITS
MONTHLY UPDATE OF THE FORECAST WITH A PURCHASE ORDER FOR EACH FIRM PERIOD FOR
WHICH PRODUCT HAS NOT BEEN PREVIOUSLY ORDERED OR FOR WHICH ADDITIONAL PRODUCT IS
REQUIRED; PROVIDED, THAT IN THE EVENT THE FORECAST CONTAINS A BINDING FORECAST
FOR LAUNCH STOCKS PURSUANT TO SECTION 4.4, THE PURCHASE ORDER SHALL ALSO CONTAIN
AN ORDER FOR THE LAUNCH STOCKS.
EACH PURCHASE ORDER SHALL SPECIFY THE PRODUCT
ORDERED, THE QUANTITY OF PRODUCT ORDERED AND THE TIME, MANNER AND ADDRESS OF
DELIVERY, ALL OF WHICH SHALL BE SUBJECT TO THIS ARTICLE 4 AND SECTION 6.1.
IN
ORDER FOR THE PRODUCT TO BE PROPERLY LABELED AND PACKAGED, EACH SUCH PURCHASE
ORDER SHALL SPECIFY THE COUNTRIES IN WHICH THE PRODUCT FROM SUCH ORDER SHALL BE
MARKETED OR SOLD, THE QUANTITY OF PRODUCT FROM SUCH PURCHASE ORDER DESTINED FOR
EACH SUCH COUNTRY AND THE QUANTITY OF PRODUCT FOR PROMOTIONAL AND SAMPLE USE.
EACH PURCHASE ORDER SHALL ALSO SPECIFY THE REQUESTED DATE OF DELIVERY AND THE
DELIVERY DESTINATION.
(B)
TERMS.
PURCHASE ORDERS ISSUED BY LICENSEE
OR ITS AFFILIATES SHALL BE EFFECTIVE SOLELY WITH RESPECT TO SPECIFYING THE
QUANTITY, REQUESTED DELIVERY DATE (SUBJECT TO THE TERMS OF THIS AGREEMENT) AND
MEANS OF SHIPMENT OF THE PRODUCT BEING ORDERED.
ALL OTHER TERMS AND CONDITIONS
PRINTED OR INCLUDED ON SUCH PURCHASE ORDERS SHALL BE OF NO EFFECT OR FORCE.
(C)
REJECTION OF PURCHASE ORDERS.
WITHIN
[*****] OF RECEIPT, ACORDA SHALL HAVE THE RIGHT TO REJECT ANY PURCHASE ORDER
ISSUED BY LICENSEE THAT ACORDA REASONABLY BELIEVES TO BE MATERIALLY INCONSISTENT
WITH THE TERMS OF THIS AGREEMENT.
SUBJECT TO ACORDA'S OBLIGATION SET FORTH IN
SECTION 4.3 TO USE COMMERCIALLY REASONABLE EFFORTS TO ADDRESS FLUCTUATIONS IN
LICENSEE'S PRODUCT DEMAND, IF ACORDA REASONABLY BELIEVES THAT A PURCHASE ORDER
IS MATERIALLY INCONSISTENT WITH THE FORECASTED QUANTITIES OF THE FIRM PERIOD
AND/OR THE LAUNCH STOCKS, IT SHALL HAVE THE RIGHT TO REJECT SUCH PURCHASE ORDER;
PROVIDED, THAT ACORDA SHALL REJECT NO PURCHASE ORDER SOLELY ON THE BASIS OF
QUANTITY SO LONG AS THE QUANTITY SPECIFIED IN SUCH PURCHASE ORDER IS WITHIN THE
AMOUNT REQUIRED TO BE ORDERED HEREUNDER.
4.6
FULFILLMENT OF PURCHASE ORDERS.
EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT, ACORDA