Not less than prior to the first day of each Calendar Quarter (commencing with the first Calendar Quarter in which IMMEDICA orders Unlabeled Product from the LICENSOR hereunder), IMMEDICA shall prepare and provide the LICENSOR with a written forecast of its good faith estimated requirements for Unlabeled Product for each of the (each a “Forecast”). IMMEDICA shall not increase or decrease the quantity estimated for . The quantities estimated for all subsequent quarterly periods of each Forecast shall be non-binding, and for planning purposes only. IMMEDICA shall, in good faith, seek to limit its orders such that in any calendar year, it submits its entire year’s demand across purchase orders.
The LICENSOR shall be required to supply the quantity of Unlabeled Product ordered by IMMEDICA under this Section 7.7 in any Calendar Quarter up to the quantity forecasted for the of the most recent Forecast. If IMMEDICA’s orders in any Calendar Quarter exceeds the quantity forecasted for the of the most recent Forecast, the LICENSOR shall use Commercially Reasonable Efforts to supply such excess. The LICENSOR shall use Commercially Reasonable Efforts to meet IMMEDICA’s delivery requirements specified in accordance with [Section 7.7.4]. In the event of a shortfall, the LICENSOR shall promptly inform IMMEDICA and use Commercially Reasonable Efforts to apportion Unlabeled Product among IMMEDICA, the LICENSOR, and its other customers on a according to their respective forecasts for the relevant period, provided always that such forecasts were proposed in good faith.
IMMEDICA shall be required to purchase, and the LICENSOR shall be required to supply, of the quantity of Unlabeled Product forecast in the of each Forecast.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.