DRAFT WITHIN A REASONABLE PERIOD OF TIME FOLLOWING LICENSEE'S
7
RECEIPT; AND (III) REASONABLY CONSIDER, IN GOOD FAITH, LICENSEE'S COMMENTS TO
SUCH DRAFT (BUT LICENSEE SHALL NOT HAVE THE RIGHT TO APPROVE SUCH AGREEMENT).
4.
FORECASTS AND ORDERS
4.1
FORECAST.
COMMENCING [*****] PRIOR TO THE
ANTICIPATED DATE OF FIRST REGULATORY APPROVAL IN ANY MAJOR MARKET COUNTRY,
LICENSEE SHALL SUBMIT TO ACORDA ON OR BEFORE THE FIRST BUSINESS DAY OF EACH
MONTH A [*****] ROLLING FORECAST THAT SETS FORTH THE TOTAL QUANTITY OF PRODUCT
FOR SUPPLY THAT LICENSEE EITHER HAS ORDERED, DESIRES TO ORDER, OR EXPECTS TO
ORDER FROM ACORDA WITHIN THE NEXT [*****] PERIOD (THE "FORECAST"). IN THE
FORECAST, LICENSEE SHALL INCLUDE A BREAKDOWN OF THE TOTAL QUANTITY OF PRODUCT
FORECAST ON A MONTH-BY-MONTH AND COUNTRY-BY-COUNTRY BASIS.
(A)
FIRM PERIOD AND SEMI-FIRM PERIOD.
ONCE
REGULATORY APPROVAL FOR THE PRODUCT HAS BEEN RECEIVED IN A MAJOR MARKET COUNTRY
OR THE UNITED STATES, THE MONTHLY BREAKDOWN OF THE [*****] OF THE FORECAST SHALL
INCLUDE A FIRM, IRREVOCABLE ORDER FOR THE FIRST [*****] OF THE FORECAST ("FIRM
PERIOD"), WHICH SHALL BE THE SUBJECT OF A BINDING PURCHASE ORDER DELIVERED IN
ACCORDANCE WITH SECTION 4.5.
FOR PURPOSES OF CLARITY, IN THE EVENT THAT A
FORECAST DELIVERED TO ACORDA IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT
LISTS A TOTAL QUANTITY OF PRODUCT FOR SUPPLY FOR EACH OF THE FIRST [*****] OF
SUCH FORECAST AS ZERO (0), THE FIRM ORDER FOR SUCH [*****] PERIOD SHALL BE FOR A
QUANTITY OF ZERO (0).
THE NEXT [*****] OF THE FORECAST PERIOD SHALL BE A
SEMI-FIRM PERIOD THAT IS NON-BINDING ("SEMI-FIRM PERIOD"); PROVIDED, THAT,
SUBJECT TO SECTION 4.3(C), IF LICENSEE REQUESTS MORE THAN A [*****] INCREASE IN
THE ORDERED QUANTITIES OF PRODUCT FOR SUCH SEMI-FIRM PERIOD, ACORDA SHALL HAVE
THE RIGHT TO CHANGE THE LEAD TIME FOR DELIVERY OF THE PRODUCT IF SUCH A CHANGE
IS COMMERCIALLY REASONABLE GIVEN THE INCREASE IN ORDERED PRODUCT QUANTITY.
THE
REMAINDER OF THE FORECAST IS NON-BINDING.
4.2
LONG-TERM FORECAST.
NOT LATER THAN
JULY 1ST IN EACH CALENDAR YEAR, LICENSEE SHALL PROVIDE ACORDA A [*****] FORECAST
OF ITS ESTIMATED REQUIREMENTS OF THE PRODUCT, BROKEN DOWN ON AN ANNUAL BASIS.
FOR THE AVOIDANCE OF DOUBT, EXCEPT WITH RESPECT TO ANY FIRM PERIOD INCLUDED IN
SUCH [*****] FORECAST AND SUBJECT TO SECTION 4.3(C), ANY LONG-TERM FORECAST
PROVIDED BY LICENSEE UNDER THIS SECTION 4.2 SHALL BE NON-BINDING.
4.3
AMENDING FORECASTS.
ANY PORTION OF THE
FORECAST THAT IS NOT A FIRM PERIOD IS TO BE CONSIDERED AN ESTIMATED FORECAST TO
BE USED FOR PLANNING PURPOSES, AND SHALL NOT BE CONSTRUED AS A FIRM COMMITMENT
BY LICENSEE TO ACORDA; RATHER, IT CAN BE INCREASED OR REDUCED BY LICENSEE FROM
TIME TO TIME; PROVIDED, HOWEVER, THAT (A) LICENSEE MAY NOT DECREASE THE
QUANTITIES SPECIFIED IN ANY FORECAST WITH RESPECT TO ANY FIRM PERIOD; (B) IF
LICENSEE INCREASES THE QUANTITIES SPECIFIED IN ANY FORECAST WITH RESPECT TO ANY
FIRM PERIOD, ACORDA SHALL USE COMMERCIALLY REASONABLE EFFORTS (HAVING REGARD TO
ITS AND ITS THIRD PARTY MANUFACTURERS' MANUFACTURING CAPACITY AND ABILITY),