Common use of Forecasts and Orders Clause in Contracts

Forecasts and Orders. (a) ABBI agrees to provide Forecasts, Firm Forecasts and Firm Orders for Products in whole batch increments for each Product by National Drug Code (“NDC”) in accordance with the procedures set forth in this Section 2.4. AZ shall use commercially reasonable efforts to deliver Products ordered in accordance with timelines set forth in the Firm Orders submitted by ABBI in accordance with this Section 2.4. (b) ABBI shall submit an initial firm order (“Initial Firm Order”) upon execution of this Agreement for the entire inventory of the Products in final form and labeled for sale in the Territory then held by AZ anywhere in the world on and as of such date. The Initial Firm Order shall not specify a delivery date that is not [***] from the date of this Agreement. AZ and ABBI agree that, as part of the Initial Firm Order, AZ shall supply to ABBI, not less than a [***], based on the [***] and that, notwithstanding the preceding sentence, such amount of [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of that part of the Initial Firm Order that consists of [***] is included in the Purchase Price (as defined in the Asset Purchase Agreement), and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this Agreement. (c) Within two business days following the Effective Date, or on such other date as may be agreed to by the Parties in writing, ABBI shall provide to AZ a non-binding forecast of ABBI ‘s requirements for each Product by NDC for a [***] (a “Forecast”). Such Forecast shall be revised quarterly for a rolling [***] period and delivered to AZ on the first day of each calendar quarter. In addition, for the purposes of AZ’s long-term planning, ABBI shall provide a non-binding best estimate of a [***] forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement. (d) Within ten (10) business days after the Effective Date of this Agreement, ABBI shall submit to AZ a non-cancelable purchase order (a “Firm Order”) for ABBI’s orders of Products by NDC to be delivered during the remainder of the current calendar quarter and the following first full calendar quarter. Thereafter, ABBI shall submit a Firm Order no later than the first day of each calendar quarter for all of ABBI’s orders of Products by NDC to be delivered in the following calendar quarter. ABBI shall also submit to AZ along with such Firm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a “Firm Forecast”). (See Schedule E attached hereto.) The volume set forth in any Firm Order may not deviate more than [***] for each Product by NDC from the Firm Forecast submitted to AZ by ABBI for such calendar quarter. (e) AZ will respond within [***] of receiving each of ABBI’s quarterly rolling Forecast, Firm Forecast and Firm Order, and will either (i) confirm acceptance by AZ of the Forecast, Firm Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate dialogue between the Parties to arrive at mutually acceptable values for the Forecast, Firm Forecast and Firm Order. AZ will use commercially reasonable efforts to accommodate any additional quantity of Products requested by ABBI after the Firm Order has been submitted to AZ, but AZ shall not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply more than [***] of the aggregate volume of each Product by NDC for such calendar quarter set forth in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the Parties, in writing. Furthermore, in the event that ABBI submits a Firm Order for a volume that is less than [***] of the volume of any Product(s) by NDC indicated in the Firm Forecast for such calendar quarter, and AZ elects to accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a result of such order shortfall for the requirements of other Affiliates of AZ or for future periods covered by this Agreement. If AZ is unable to utilize such Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the right to invoice ABBI for the cost of all Components, Materials and Work in Progress that AZ discarded as a result of such order shortfall.

Forecasts and Orders. (a) ABBI agrees to provide ForecastsWithin [***] following the first commercial release of an Array as a Collaboration Product, Firm Forecasts and Firm Orders for Products in whole batch increments for each Product by National Drug Code (“NDC”) in accordance with the procedures set forth in this Section 2.4. AZ shall use commercially reasonable efforts to deliver Products ordered in accordance with timelines set forth in the Firm Orders submitted by ABBI in accordance with this Section 2.4. (b) ABBI shall submit an initial firm order (“Initial Firm Order”) upon execution of this Agreement for the entire inventory of the Products in final form and labeled for sale in the Territory then held by AZ anywhere in the world on and as of such date. The Initial Firm Order shall not specify a delivery date that is not within [***] from the date beginning of each calendar quarter thereafter during the term of this Agreement. AZ and ABBI agree that, AB shall furnish to BT a [***] (except as part set forth in Section 4.01) rolling forecast of Arrays covering the Initial Firm Order, AZ shall supply to ABBI, not less than a next [***], based on broken down into [***] increments (and by type of Array if more than one involved). If orders are placed with BT that exceed such rolling forecast, BT shall [***] but (unless BT nonetheless accepts such order) BT [***]. Orders [***] of the current quarter forecast shall not trigger the failure to supply provision in Section 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for orders in [***] of the forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order (“Order”) therefor, which (a) will specify the type and quantity of such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with the requirements of this Agreement. (b) Within [***] following the first anniversary of the Effective Date, or the first purchase of an Instrument and within the [***] and thatof each calendar quarter thereafter during the term of this Agreement, notwithstanding AB shall furnish to BT a rolling forecast of the preceding sentenceInstruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the [***], such amount of broken down into [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonableincrements (and by type of BT Manufactured Instrument if more than one involved). The cost of that part of the Initial Firm Order that consists of Only [***] is included in of each forecast shall be binding on AB while the Purchase Price [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which (as defined in a) will specify the Asset Purchase Agreementtype and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and ABBI shall only method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be obligated to pay for included. BT hereby accepts all Orders placed in compliance with the other Products included in the Initial Firm Order in accordance with Section 5 requirements of this Agreement. (c) Within two business days following the Effective Date, or on such Any other date as may System Components to be agreed supplied by BT to by the Parties in writing, ABBI shall provide to AZ a non-binding forecast of ABBI ‘s requirements for each Product by NDC for a [***] (a “Forecast”). Such Forecast AB hereunder shall be revised quarterly forecasted and ordered in a manner similar to that provided for a rolling [***] period in (a) and delivered to AZ on the first day of each calendar quarter. In addition, for the purposes of AZ’s long-term planning, ABBI shall provide a non-binding best estimate of a [***] forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement(b) above. (d) Within ten (10) business days after the Effective Date of this Agreement, ABBI shall submit to AZ a non-cancelable purchase order (a “Firm Order”) for ABBI’s orders of Products by NDC to be delivered during the remainder of the current calendar quarter and the following first full calendar quarter. Thereafter, ABBI shall submit a Firm Order no later than the first day of each calendar quarter for all of ABBI’s orders of Products by NDC to be delivered in the following calendar quarter. ABBI shall also submit to AZ along with such Firm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a “Firm Forecast”). (See Schedule E attached hereto.) The volume set forth in any Firm Order may not deviate more than [***] for each Product by NDC from the Firm Forecast submitted to AZ by ABBI for such calendar quarter. (e) AZ will respond within [***] of receiving each of ABBI’s quarterly rolling Forecast, Firm Forecast and Firm Order, and will either (i) confirm acceptance by AZ of the Forecast, Firm Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate dialogue between the Parties to arrive at mutually acceptable values for the Forecast, Firm Forecast and Firm Order. AZ will use commercially reasonable efforts to accommodate any additional quantity of Products requested by ABBI after the Firm Order has been submitted to AZ, but AZ shall not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply more than [***] of the aggregate volume of each Product by NDC for such calendar quarter set forth in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the Parties, in writing. Furthermore, in the event that ABBI submits a Firm Order for a volume that is less than [***] of the volume of any Product(s) by NDC indicated in the Firm Forecast for such calendar quarter, and AZ elects to accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a result of such order shortfall for the requirements of other Affiliates of AZ or for future periods covered by this Agreement. If AZ is unable to utilize such Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the right to invoice ABBI for the cost of all Components, Materials and Work in Progress that AZ discarded as a result of such order shortfall.

Forecasts and Orders. (a) ABBI agrees Every ninety (90) days during the Term, Can-Am shall provide AMG with (i) a good faith forecast (a "Forecast") of its anticipated purchases of M/C Lancets during each of the four (4) three-month periods ("Quarters") following the date of the forecast (the "Forecast Date"), and (ii) a binding purchase order ("Purchase Order") for M/C Lancets to provide Forecasts, Firm Forecasts and Firm Orders for Products in whole batch increments for each Product by National Drug Code (“NDC”) be shipped from time to time in accordance with the procedures set forth in provisions of this Section 2.4Agreement. AZ shall use commercially reasonable efforts Can-Am agrees to deliver Products ordered in accordance with timelines set forth in purchase from AMG (A) no less than 100% of the Firm Orders submitted by ABBI in accordance with this Section 2.4M/C Lancets that it forecasted that it would purchase during the first two Quarters of its most recent Forecast, and (B) no less than 85% of the M/C Lancets that it forecasted that it would purchase during the third and fourth Quarters of its most recent Forecast. (b) ABBI Can-Am shall submit an initial firm order (“Initial Firm authorize shipment of M/C Lancets by issuing a Purchase Order to AMG, and AMG shall cause M/C Lancets to be shipped in accordance with the Purchase Order”) upon execution of this Agreement for the entire inventory of the Products in final form and labeled for sale . Each Purchase Order shall be in the Territory then held by AZ anywhere in the world on and as form of such dateExhibit A hereto. The Initial Firm Each Purchase Order shall identify (i) the quantity and other characteristics (including pack size, packaging information, gauge, SKU and color) of M/C Lancets to be delivered and (ii) the required delivery date, which date shall not specify a delivery date that is not [***] from be less than ten (10) days after the date of this Agreement. AZ and ABBI agree that, as part of the Initial Firm relevant Purchase Order, AZ shall supply to ABBI, not less than a [***], based on the [***] and that, notwithstanding the preceding sentence, such amount of [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of that part of the Initial Firm Order that consists of [***] is included in the Purchase Price (as defined in the Asset Purchase Agreement), and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this Agreement. (c) Within two AMG shall promptly acknowledge each Purchase Order by signing and returning to Can-Am the acknowledgment copy of each Purchase Order promptly after its receipt. AMG shall be deemed to have accepted a Purchase Order unless it delivers to Can-Am a written notice objecting to such Purchase Order within five (5) business days following the Effective Date, or on after receipt of such other date as may be agreed to by the Parties in writing, ABBI shall provide to AZ a non-binding forecast of ABBI ‘s requirements for each Product by NDC for a [***] (a “Forecast”). Such Forecast shall be revised quarterly for a rolling [***] period and delivered to AZ on the first day of each calendar quarter. In addition, for the purposes of AZ’s long-term planning, ABBI shall provide a non-binding best estimate of a [***] forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this AgreementPurchase Order. (d) Within ten (10) business days after In the Effective Date event of any conflict between the terms and conditions of this Agreement, ABBI shall submit to AZ a non-cancelable purchase order (a “Firm Order”) for ABBI’s orders of Products by NDC to be delivered during the remainder of the current calendar quarter Agreement and the following first full calendar quarter. Thereafterterms and conditions of Can-Am's Purchase Order or any other document, ABBI the terms and conditions of this Agreement shall submit a Firm Order no later than the first day of each calendar quarter for all of ABBI’s orders of Products by NDC to be delivered in the following calendar quarter. ABBI shall also submit to AZ along with such Firm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a “Firm Forecast”). (See Schedule E attached hereto.) The volume set forth in any Firm Order may not deviate more than [***] for each Product by NDC from the Firm Forecast submitted to AZ by ABBI for such calendar quartercontrolling. (e) AZ will respond within [***] of receiving each of ABBI’s quarterly rolling Forecast, Firm Forecast The parties hereto may agree to modify the procedures for ordering and Firm Order, and will either (i) confirm acceptance by AZ of the Forecast, Firm Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate dialogue between the Parties to arrive at mutually acceptable values for the Forecast, Firm Forecast and Firm Order. AZ will use commercially reasonable efforts to accommodate any additional quantity of Products requested by ABBI after the Firm Order has been submitted to AZ, but AZ shall not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply more than [***] of the aggregate volume of each Product by NDC for such calendar quarter set forth in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the Parties, in writing. Furthermore, in the event that ABBI submits a Firm Order for a volume that is less than [***] of the volume of any Product(s) by NDC indicated in the Firm Forecast for such calendar quarter, and AZ elects to accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a result of such order shortfall for the requirements of other Affiliates of AZ or for future periods covered by this Agreement. If AZ is unable to utilize such Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the right to invoice ABBI for the cost of all Components, Materials and Work in Progress that AZ discarded as a result of such order shortfalldelivering M/C Lancets hereunder.

Forecasts and Orders. (a) ABBI agrees to provide Forecasts, Firm Forecasts and Firm Orders for Products in whole batch increments for each Product by National Drug Code (“NDC”) in accordance with the procedures set forth in this Section 2.4. AZ shall use commercially reasonable efforts to deliver Products ordered in accordance with timelines set forth in the Firm Orders submitted by ABBI in accordance with this Section 2.4. (b) ABBI shall submit an initial firm order (“Initial Firm Order”) upon execution of this Agreement for the entire inventory of the Products in final form and labeled for sale in the Territory then held by AZ anywhere in the world on and as of such date. The Initial Firm Order shall not specify a delivery date that is not [***] from the date of this Agreement. AZ and ABBI agree that, as part of the Initial Firm Order, AZ shall supply to ABBI, not less than a [***], based on the [***] and that, notwithstanding the preceding sentence, such amount of [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of that part of the Initial Firm Order that consists of [***] is included in the Purchase Price (as defined in the Asset Purchase Agreement), and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this Agreement. (c) Within two business days following the Effective Date, or on such other date as may be agreed to by the Parties in writing, ABBI shall provide to AZ a non-binding forecast of ABBI ‘s requirements for each Product by NDC for a [***] (a “Forecast”). Such Forecast shall be revised quarterly for a rolling [***] period and delivered to AZ on the first day of each calendar quarter. In addition, for the purposes of AZ’s long-term planning, ABBI shall provide a non-binding best estimate of a [***] forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement. (d) Within ten (10) business days after the Effective Date of this Agreement, ABBI shall submit to AZ a non-cancelable purchase order (a “Firm Order”) for ABBI’s orders of Products by NDC to be delivered during the remainder of the current calendar quarter and the following first full calendar quarter. Thereafter, ABBI shall submit a Firm Order no later than the first day of each calendar quarter for all of ABBI’s orders of Products by NDC to be delivered in the following calendar quarter. ABBI shall also submit to AZ along with such Firm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a “Firm Forecast”). (See Schedule E attached hereto.) The volume set forth in any Firm Order may not deviate more than [***] for each Product by NDC from the Firm Forecast submitted to AZ by ABBI for such calendar quarter. (e) AZ will respond within [***] of receiving each of ABBI’s quarterly rolling Forecast, Firm Forecast and Firm Order, and will either (i) confirm acceptance by AZ of the Forecast, Firm Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate dialogue between the Parties to arrive at mutually acceptable values for the Forecast, Firm Forecast and Firm Order. AZ will use commercially reasonable efforts to accommodate any additional quantity of Products requested by ABBI after the Firm Order has been submitted to AZ, but AZ shall not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply more than [***] of the aggregate volume of each Product by NDC for such calendar quarter set forth in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the Parties, in writing. Furthermore, in the event that ABBI submits a Firm Order for a volume that is less than [***] of the volume of any Product(s) by NDC indicated in the Firm Forecast for such calendar quarter, and AZ elects to accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a result of such order shortfall for the requirements of other Affiliates of AZ or for future periods covered by this Agreement. If AZ is unable to utilize such Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the right to invoice ABBI for the cost of all Components, Materials and Work in Progress that AZ discarded as a result of such order shortfall.

Forecasts and Orders. (a) ABBI agrees to provide Forecasts, Firm Forecasts and Firm Orders for Products in whole batch increments for each Product by National Drug Code (“NDC”) in accordance Buyer has provided Sellers with the procedures set forth in this Section 2.4. AZ shall use commercially reasonable efforts to deliver Products ordered in accordance with timelines set forth in the Firm Orders submitted by ABBI in accordance with this Section 2.4. (b) ABBI shall submit an initial firm order (“Initial Firm Order”) upon execution of this Agreement for the entire inventory of the Products in final form and labeled for sale in the Territory then held by AZ anywhere in the world on and as of such date. The Initial Firm Order shall not specify a delivery date that is not [***] from the date of this Agreement. AZ and ABBI agree that, as part of the Initial Firm Order, AZ shall supply to ABBI, not less than a [***], based on the [***] and that, notwithstanding the preceding sentence, such amount of [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of that part of the Initial Firm Order that consists of [***] is included in the Purchase Price (as defined in the Asset Purchase Agreement), and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this Agreement. (c) Within two business days following the Effective Date, or on such other date as may be agreed to by the Parties in writing, ABBI shall provide to AZ a non-binding forecast of ABBI ‘s requirements for each Product by NDC for a [***] (a “Forecast”). Such Forecast shall be revised quarterly for a rolling [***] period and delivered to AZ on the first day its purchases of each calendar quarter. In addition, Products for the purposes of AZ’s long-term planningTerm within the Territory, ABBI shall provide a non-binding best estimate of a [***] said forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement.being attached hereto as EXHIBIT B. (db) Within ten (10) business days after of the Effective Date, Buyer shall update the forecast described in Paragraph 4.1 (a) Such amended forecast shall be a non-binding (except as provided in Paragraph 14.1(c)) forecast of their purchases of Products for the Term within the Territory ("Annual Forecast"). Each Product is to be identified in such Annual Forecast by individual SKU. (a) Every thirty (30) days during the term hereof, Buyer shall provide Sellers with a good faith, non-binding forecast of its purchases of Products during the next three (3) month period. Such forecasts shall be made recognizing the requirements for Batch Sizes and Lead Times as defined in Paragraph 4.2(b) hereof. (b) Sellers have presented Buyers with, and Buyers acknowledge the receipt of, a document listing the Products, the batch size used in the production of each such Product ("Batch Size"), and the lead times required to manufacture each of said Products ("Lead Times"), such document being appended hereto as EXHIBIT D. (a) Buyers shall authorize the manufacture and packaging of a Product by issuing a purchase order ("Purchase Order") to Sellers and Sellers shall fill such Purchase Orders (on a FIFO basis) from Sellers' stocks of Current Product existing as 42 of the Effective Date ("Stocks") or as necessary, Sellers shall manufacture and package, or have packaged, such Products. Each Purchase Order shall be in a form and contain terms previously agreed to by the parties. Each Purchase Order shall correspond to a total quantity of this Agreement, ABBI shall submit to AZ Product which is a non-cancelable purchase order (a “Firm Order”) for ABBI’s orders of Products by NDC to be delivered during the remainder whole number multiple of the current calendar quarter and the following first full calendar quarter. Thereafter, ABBI shall submit a Firm Order no later than the first day of each calendar quarter for all of ABBI’s orders of Products by NDC to be delivered in the following calendar quarter. ABBI shall also submit to AZ along with such Firm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a “Firm Forecast”). (See Schedule E attached hereto.) The volume applicable Batch Size as set forth in any Firm EXHIBIT D. The proposed delivery date recited in the Purchase Order may not deviate more shall also be equal to or greater than [***] the applicable Lead Time for each such Product as set forth in EXHIBIT D. Each Purchase Order shall further specify the following: (i) the identity of Product by NDC from SKU, and (ii) the Firm Forecast submitted to AZ by ABBI for quantity of such calendar quarterProduct. (eb) AZ will respond Sellers shall promptly acknowledge each Purchase Order by signing and returning to Buyers the acknowledgment copy of each Purchase Order promptly after its receipt. Failure of the Sellers to deliver to Buyers a written notice objecting to a Purchase Order within [***] five (5) business days after receipt of receiving each the Purchase Order shall constitute Sellers' acceptance of ABBI’s quarterly rolling Forecast, Firm Forecast the Purchase Order. (c) In the event of any conflict between the terms and Firm conditions of this Agreement and the terms and conditions of Buyer's Purchase Order, the terms and will either (i) confirm acceptance by AZ conditions of the Forecast, Firm this Agreement shall be controlling. 4.4 Buyers may request Seller to accept an increase in Buyers' Annual Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate dialogue between the Parties of Product(s). Sellers' obligation with respect thereto shall solely be to arrive at mutually acceptable values for the Forecast, Firm Forecast and Firm Order. AZ will use exercise commercially reasonable efforts to accommodate any additional quantity Buyers' request so long as (a) such increase represents a whole number multiple of Products requested by ABBI after the Firm Order has been submitted to AZBatch Size of each such Product, but AZ shall (b) the period until the proposed date(s) of delivery is greater than the applicable Lead Time for each such Product, (c) the proposed date(s) of delivery is within the Term, and (d) the proposed increase does not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply represent more than [***] fifty percent (50%) of the aggregate volume of each Product by NDC for such calendar quarter set forth in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the Parties, in writing. Furthermore, in the event that ABBI submits a Firm Order for a volume that is less than [***] of the volume of any Product(s) by NDC indicated in the Firm Annual Forecast for such calendar quarter, and AZ elects to accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a result of such order shortfall for the requirements of other Affiliates of AZ or for future periods covered by this Agreement. If AZ is unable to utilize such Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the right to invoice ABBI for the cost of all Components, Materials and Work in Progress that AZ discarded as a result of such order shortfallProduct.

Forecasts and Orders. (a) ABBI agrees to provide ForecastsWithin [***] following the first commercial release of an Array as a Collaboration Product, Firm Forecasts and Firm Orders for Products in whole batch increments for each Product by National Drug Code (“NDC”) in accordance with the procedures set forth in this Section 2.4. AZ shall use commercially reasonable efforts to deliver Products ordered in accordance with timelines set forth in the Firm Orders submitted by ABBI in accordance with this Section 2.4. (b) ABBI shall submit an initial firm order (“Initial Firm Order”) upon execution of this Agreement for the entire inventory of the Products in final form and labeled for sale in the Territory then held by AZ anywhere in the world on and as of such date. The Initial Firm Order shall not specify a delivery date that is not within [***] from the date beginning of each calendar quarter thereafter during the term of this Agreement. AZ and ABBI agree that, as part of the Initial Firm Order, AZ AB shall supply furnish to ABBI, not less than a [***], based on the [***] and that, notwithstanding the preceding sentence, such amount of [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of that part of the Initial Firm Order that consists of [***] is included in the Purchase Price (as defined in the Asset Purchase Agreement), and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this Agreement. (c) Within two business days following the Effective Date, or on such other date as may be agreed to by the Parties in writing, ABBI shall provide to AZ a non-binding forecast of ABBI ‘s requirements for each Product by NDC for BT a [***] (a “Forecast”). Such Forecast shall be revised quarterly for a except as set forth in Section 4.01) rolling forecast of Arrays covering the next [***], broken down into [***] period increments (and delivered to AZ on the first day by type of each calendar quarterArray if more than one involved). In additionIf orders are placed with BT that exceed such rolling forecast, for the purposes of AZ’s long-term planning, ABBI BT shall provide a non-binding best estimate of a [***] forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement. but (dunless BT nonetheless accepts such order) Within ten (10) business days after the Effective Date of this Agreement, ABBI shall submit to AZ a non-cancelable purchase order (a “Firm Order”) for ABBI’s orders of Products by NDC to be delivered during the remainder of the current calendar quarter and the following first full calendar quarter. Thereafter, ABBI shall submit a Firm Order no later than the first day of each calendar quarter for all of ABBI’s orders of Products by NDC to be delivered in the following calendar quarter. ABBI shall also submit to AZ along with such Firm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a “Firm Forecast”). (See Schedule E attached hereto.) The volume set forth in any Firm Order may not deviate more than BT [***] for each Product by NDC from the Firm Forecast submitted to AZ by ABBI for such calendar quarter. (e) AZ will respond within [***] of receiving each of ABBI’s quarterly rolling Forecast, Firm Forecast and Firm Order, and will either (i) confirm acceptance by AZ of the Forecast, Firm Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate dialogue between the Parties to arrive at mutually acceptable values for the Forecast, Firm Forecast and Firm Order]. AZ will use commercially reasonable efforts to accommodate any additional quantity of Products requested by ABBI after the Firm Order has been submitted to AZ, but AZ shall not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply more than Orders [***] of the aggregate volume of each Product by NDC current quarter forecast shall not trigger the failure to supply provision in Section 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for such calendar quarter set forth orders in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the Parties, in writing. Furthermore, in the event that ABBI submits a Firm Order for a volume that is less than [***] of the volume forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order (“Order”) therefor, which (a) will specify the type and quantity of any Product(ssuch Arrays ordered, place(s) by NDC indicated in the Firm Forecast for such calendar quarterof delivery, and AZ elects delivery date(s), (b) may also contain instructions as to accept carrier and method of shipment, packaging and labeling, and (c) such Firm Order, then AZ shall use commercially reasonable efforts other information as the parties mutually agree to utilize excess Components, Materials and Work be included. BT hereby accepts all such Orders placed in Process as a result of such order shortfall for compliance with the requirements of this Agreement. (b) Within [***] following the first anniversary of the Effective Date, or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the [***], broken down into [***] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which (a) will specify the type and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other Affiliates information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of AZ or for future periods covered by this Agreement. If AZ is unable Table of Contents (c) Any other System Components to utilize such Components, Materials be supplied by BT to AB hereunder shall be forecasted and Work ordered in Process, then a manner similar to that provided for in such case (a) and only in such case(b) AZ shall have the right to invoice ABBI for the cost of all Components, Materials and Work in Progress that AZ discarded as a result of such order shortfallabove.

Forecasts and Orders. 3.1 Forecasting and ordering of Product(s) under this Agreement shall be conducted: (aA) ABBI agrees on a pull Manufacturing basis in respect of the Products as set out in clauses 3.2 and 3.4; or (B) on a Toll Manufacturing Basis in respect of Products that are Tolled Products as set out in clause 5 (Toll Manufacture) and Exhibit 7 (Toll Manufacturing Provisions), and (C) on the fifth (5th) Business Day of each calendar month commencing not later than the calendar month following the calendar month in which the Effective Date falls (or at such other dates as may be agreed between the Parties), the Purchaser shall provide to provide Forecasts, Firm Forecasts the Supplier a rolling demand forecast schedule (in such physical written format (as opposed to a data exchange) exchangeable by email as is agreed by the Parties) which shall align with the applicable Gating Plan for that Gating Year and Firm Orders comprise a good faith estimate of its anticipated aggregate monthly requirements for Products for at least the following twenty-four (24) months or, in whole batch increments for each Product by National Drug Code case, such shorter period remaining under the Term (“NDC”) including any proposed extension thereof), in accordance with clause 3.2 ( the procedures set forth in “Forecast Schedule”). (A) Manufacturing and supply of Products under this Section 2.4. AZ Agreement shall use commercially reasonable efforts be pursuant to deliver Products ordered in accordance with timelines set forth in the Forecast Schedules and to the Firm Orders submitted by ABBI the Purchaser, as further described in accordance with this Section 2.4clause 3.2. (bB) ABBI shall submit an The initial firm order (“Initial Firm Order”) upon execution of Forecast Schedule is attached to this Agreement for at Exhibit 14 (Initial Product Forecast Schedule) and the entire inventory Parties agree that the Purchaser and the Supplier shall be bound by the volumes of the Products in final form and labeled for sale shown in the Territory then held by AZ anywhere in the world on and as Firm Zone of such dateinitial Forecast Schedule as at the Effective Date. The Initial Firm Order initial Forecast Schedule shall not specify a delivery date reflect the migration of all orders that is not [***] from are in progress immediately prior to the date of this Agreement. AZ and ABBI agree that, as part of the Initial Firm Order, AZ shall supply to ABBI, not less than a [***], based on the [***] and that, notwithstanding the preceding sentence, such amount of [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of that part of the Initial Firm Order that consists of [***] is included in the Purchase Price (as defined in the Asset Purchase Agreement), and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this AgreementEffective Date. (cC) Within two business days following Provided that the Effective Datevolumes of Products shown in the Firm Zone of each Forecast Schedule align with the requirements of the Gating Plan in respect of such Products, or such volumes shall be deemed to be firm orders binding on such other date as may be agreed to by the Parties in writingPurchaser and the Supplier, ABBI shall provide to AZ a non-binding forecast of ABBI ‘s requirements and the quantities included for each Product by NDC for a [***] in any Firm Zone may not be varied in any subsequent Forecast Schedule unless the Supplier agrees in writing (a “Forecast”). Such Forecast shall be revised quarterly for a rolling [***] period and delivered to AZ on the first day of each calendar quarter. In addition, for the purposes of AZ’s long-term planning, ABBI shall provide a non-binding best estimate of a [***] forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement. (d) Within ten (10) business days after the Effective Date of this Agreement, ABBI shall submit to AZ a non-cancelable purchase such firm order (being a “Firm Order”). Each Firm Order shall be for not less than the Minimum Order Quantity of Product and, if greater than the Minimum Order Quantity, shall be for the Minimum Order Quantity plus one or more multiples of the Minimum Order Quantity. If the volumes specified in the Firm Order do not comply with this requirement then such variation to such volumes must be agreed between the Parties as part of the Firm Order confirmation process set out at 3.2(E). (D) for ABBIThe Purchaser shall submit each Forecast Schedule either electronically or by such other means that the Manufacturing and Supply Team shall determine and to such location as reasonably requested by the Supplier in writing. No oral communications shall comprise a commitment to supply. Each Firm Order shall specify the volumes of Product required and the Purchaser’s orders requested Delivery date in accordance with the applicable Lead Time requirements as set out in Exhibit 1 (Products). (E) The Supplier shall respond to each Firm Order that complies with the requirements of Products this clause 3.2 (including the applicable Gating Plan): (i) within two (2) Business Days of receipt (or such other date as agreed between the Parties) to acknowledge receipt of the Firm Order; and (ii) within ten (10) Business Days of receipt (or such other date as agreed between the Parties) to confirm the applicable order Delivery date and the volumes of Product required. In the event that the Supplier fails to respond to any Firm Order within ten (10) Business Days after acknowledging it, the Supplier shall be deemed to have acknowledged and accepted that Firm Order. Unless otherwise agreed by NDC the Parties, the Supplier shall be obliged to acknowledge Firm Orders which comply with the requirements of this clause 3.2 without proposed amendments. The response (or deemed response) will include confirmation of the Delivery date. To the extent that the Supplier proposes an amendment to the Firm Order, the Purchaser shall respond to any proposed amendments to the Firm Order within ten (10) Business Days confirming whether it accepts or rejects such proposed amendments. If the Purchaser: (iii) accepts such amendments, the Firm Order together with the relevant amendments shall be deemed to be delivered during acknowledged and accepted by the remainder Supplier and shall be binding on both Parties; or (iv) rejects such proposed amendments; the Parties will discuss the proposed amendments in good faith as promptly as practicable, but not more than five (5) Business Days following such rejection. The Parties agree that if the Parties cannot agree an amendment to the Firm Order pursuant to this clause 3.2(E) that the Firm Order initially submitted without the suggested amendments shall be binding on the Parties to the extent it is in accordance with this clause 3.2 and the applicable Gating Plan, provided that the Supplier may refer the matter for resolution in accordance with clause 16 (Dispute Escalation), in which case such matter shall be determined in accordance with clause 16 (Dispute Escalation). (F) The Purchaser, either electronically or by such other means determined by the Manufacturing and Supply Team, shall deliver to the Supplier purchase orders corresponding to the Product volumes shown in the Firm Orders to such location as reasonably requested by the Supplier in writing. The purchase order shall be in such form as is mutually agreed by the Manufacturing and Supply Team and shall specify the Product(s) and country(ies) to which it relates; have assigned to it a number which shall be used by the Parties in all correspondence relating thereto and shall be submitted in accordance with the Lead Times set out in Exhibit 1 (Products) and the applicable Firm Zone for the Product(s) shown in each Firm Order so that the Supplier may process the Firm Orders. (G) The Supplier will supply Product in accordance with Firm Orders that comply with this clause 3.2 and the applicable Gating Plan and for which the Supplier receives purchase orders in accordance with clause 3.2(F), unless such requirements are changed in accordance with clause 3.2(H) or clause 3.2(I). (H) Without prejudice to the Parties’ obligations with respect to the Firm Zone of any Forecast Schedule, if discussion of the current calendar quarter and the following first full calendar quarter. Thereafter, ABBI shall submit relevant requirements of a Firm Order no later than the first day of each calendar quarter for all of ABBI’s orders of Products by NDC to be delivered in the following calendar quarter. ABBI shall also submit to AZ along with such Firm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a “Firm Forecast”). (See Schedule E attached hereto.) The volume set forth in any Firm Order may not deviate more than [***] for each Product by NDC from the Firm Forecast submitted to AZ by ABBI for such calendar quarter. (e) AZ will respond within [***] of receiving each of ABBI’s quarterly rolling Forecast, Firm Forecast and Firm Order, and will either (i) confirm acceptance by AZ of the Forecast, Firm Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate dialogue between the Parties to arrive at mutually acceptable values for the Forecast, Firm Forecast and Firm Order. AZ will use commercially reasonable efforts to accommodate any additional quantity of Products is requested by ABBI after the Firm Order has been submitted to AZSupplier, but AZ shall not be liable then the relevant planning personnel from both Parties will discuss in any respect for its inability to do so. Notwithstanding anything in this Agreement to good faith, provided that the contrary, AZ Supplier shall have no obligation to supply more than [***] of agree any production schedule or Delivery timetable which would exceed the aggregate volume of each applicable Gating Volumes for the relevant Product by NDC for such calendar quarter as set forth in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the Parties, in writing. Furthermore, out in the event Gating Plan for that ABBI submits Gating Year. (I) The Purchaser and the Supplier shall each establish a Firm Order for a volume that is less than [***] single point of the volume ordering and forecasting in respect of any Product(s) by NDC indicated in the Firm Forecast for such calendar quarter, and AZ elects to accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a result of such order shortfall Products for the requirements purposes of carrying out its obligations under this clause 3.2, subject to any agreed delegation of supply and/or invoicing and/or payment to Nominated Suppliers or other Affiliates of AZ or for future periods covered by a Party in accordance with this Agreement. If AZ is unable to utilize such Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the right to invoice ABBI for the cost of all Components, Materials and Work in Progress that AZ discarded as a result of such order shortfall.

Forecasts and Orders. 3.1 Forecasting and ordering of Product(s) under this Agreement shall be conducted: (aA) ABBI agrees on a pull Manufacturing basis in respect of the Products as set out in clauses 3.2 and 3.4; or (B) on a Toll Manufacturing Basis in respect of Products that are Tolled Products as set out in clause 5 (Toll Manufacture) and Exhibit 7 (Toll Manufacturing Provisions), and (C) on the fifth (5th) Business Day of each calendar month commencing not later than the calendar month following the calendar month in which the Effective Date falls (or at such other dates as may be agreed between the Parties), the Purchaser shall provide to provide Forecasts, Firm Forecasts the Supplier a rolling demand forecast schedule (in such physical written format (as opposed to a data exchange) exchangeable by email as is agreed by the Parties) which shall align with the applicable Gating Plan for that Gating Year and Firm Orders comprise a good faith estimate of its anticipated aggregate monthly requirements for Products for at least the following twenty-four (24) months or, in whole batch increments for each Product by National Drug Code case, such shorter period remaining under the Term (“NDC”) including any proposed extension thereof), in accordance with clause 3.2 ( the procedures set forth in “Forecast Schedule”). (A) Manufacturing and supply of Products under this Section 2.4. AZ Agreement shall use commercially reasonable efforts be pursuant to deliver Products ordered in accordance with timelines set forth in the Forecast Schedules and to the Firm Orders submitted by ABBI the Purchaser, as further described in accordance with this Section 2.4clause 3.2. (bB) ABBI shall submit an The initial firm order (“Initial Firm Order”) upon execution of Forecast Schedule is attached to this Agreement for at Exhibit 14 (Initial Product Forecast Schedule) and the entire inventory Parties agree that the Purchaser and the Supplier shall be bound by the volumes of the Products in final form and labeled for sale shown in the Territory then held by AZ anywhere in the world on and as Firm Zone of such dateinitial Forecast Schedule as at the Effective Date. The Initial Firm Order initial Forecast Schedule shall not specify a delivery date reflect the migration of all orders that is not [***] from are in progress immediately prior to the date of this Agreement. AZ and ABBI agree that, as part of the Initial Firm Order, AZ shall supply to ABBI, not less than a [***], based on the [***] and that, notwithstanding the preceding sentence, such amount of [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of that part of the Initial Firm Order that consists of [***] is included in the Purchase Price (as defined in the Asset Purchase Agreement), and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this AgreementEffective Date. (cC) Within two business days following Provided that the Effective Datevolumes of Products shown in the Firm Zone of each Forecast Schedule align with the requirements of the Gating Plan in respect of such Products, or such volumes shall be deemed to be firm orders binding on such other date as may be agreed to by the Parties in writingPurchaser and the Supplier, ABBI shall provide to AZ a non-binding forecast of ABBI ‘s requirements and the quantities included for each Product by NDC for a [***] in any Firm Zone may not be varied in any subsequent Forecast Schedule unless the Supplier agrees in writing (a “Forecast”). Such Forecast shall be revised quarterly for a rolling [***] period and delivered to AZ on the first day of each calendar quarter. In addition, for the purposes of AZ’s long-term planning, ABBI shall provide a non-binding best estimate of a [***] forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement. (d) Within ten (10) business days after the Effective Date of this Agreement, ABBI shall submit to AZ a non-cancelable purchase such firm order (being a “Firm Order”) ). Each Firm Order shall be for ABBI’s orders not less than the Minimum Order Quantity of Products by NDC to Product and, if greater than the Minimum Order Quantity, shall be delivered during for the remainder Minimum Order Quantity plus one or more multiples of the current calendar quarter and Minimum Order Quantity. If the following first full calendar quarter. Thereafter, ABBI shall submit a Firm Order no later than the first day of each calendar quarter for all of ABBI’s orders of Products by NDC to be delivered volumes specified in the following calendar quarter. ABBI shall also submit to AZ along with such Firm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies do not comply with this requirement then such variation to such volumes must be agreed between the Parties as part of the Firm Order confirmation process set out at 3.2(E). (a “Firm Forecast”). (See Schedule E attached hereto.D) The volume Purchaser shall submit each Forecast Schedule either electronically or by such other means that the Manufacturing and Supply Team shall determine and to such location as reasonably requested by the Supplier in writing. No oral communications shall comprise a commitment to supply. Each Firm Order shall specify the volumes of Product required and the Purchaser’s requested Delivery date in accordance with the applicable Lead Time requirements as set forth out in Exhibit 1 (Products). (E) The Supplier shall respond to each Firm Order that complies with the requirements of this clause 3.2 (including the applicable Gating Plan): (i) within two (2) Business Days of receipt (or such other date as agreed between the Parties) to acknowledge receipt of the Firm Order; and (ii) within ten (10) Business Days of receipt (or such other date as agreed between the Parties) to confirm the applicable order Delivery date and the volumes of Product required. In the event that the Supplier fails to respond to any Firm Order may not deviate more than [***] for each Product within ten (10) Business Days after acknowledging it, the Supplier shall be deemed to have acknowledged and accepted that Firm Order. Unless otherwise agreed by NDC from the Parties, the Supplier shall be obliged to acknowledge Firm Forecast submitted Orders which comply with the requirements of this clause 3.2 without proposed amendments. The response (or deemed response) will include confirmation of the Delivery date. To the extent that the Supplier proposes an amendment to AZ by ABBI for such calendar quarter. (e) AZ will respond within [***] of receiving each of ABBI’s quarterly rolling Forecast, Firm Forecast and the Firm Order, and will either (i) confirm acceptance by AZ of the Forecast, Firm Forecast and Purchaser shall respond to any proposed amendments to the Firm Order quantities within ten (10) Business Days confirming whether it accepts or rejects such proposed amendments. If the Purchaser: (iiiii) reject accepts such amendments, the requested quantities Firm Order together with the relevant amendments shall be deemed to be acknowledged and initiate dialogue between accepted by the Supplier and shall be binding on both Parties; or (iv) rejects such proposed amendments; the Parties will discuss the proposed amendments in good faith as promptly as practicable, but not more than five (5) Business Days following such rejection. The Parties agree that if the Parties cannot agree an amendment to the Firm Order pursuant to this clause 3.2(E) that the Firm Order initially submitted without the suggested amendments shall be binding on the Parties to arrive at mutually acceptable values the extent it is in accordance with this clause 3.2 and the applicable Gating Plan, provided that the Supplier may refer the matter for the Forecast, Firm Forecast and Firm Order. AZ will use commercially reasonable efforts to accommodate any additional quantity of Products requested by ABBI after the Firm Order has been submitted to AZ, but AZ shall not be liable resolution in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply more than [***] of the aggregate volume of each Product by NDC for such calendar quarter set forth in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the Parties, in writing. Furthermore, in the event that ABBI submits a Firm Order for a volume that is less than [***] of the volume of any Product(s) by NDC indicated in the Firm Forecast for such calendar quarter, and AZ elects to accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a result of such order shortfall for the requirements of other Affiliates of AZ or for future periods covered by this Agreement. If AZ is unable to utilize such Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the right to invoice ABBI for the cost of all Components, Materials and Work in Progress that AZ discarded as a result of such order shortfall.accordance with clause

Forecasts and Orders. (a) ABBI agrees to PRODUCTION FORECASTS. INHALE shall provide Forecasts, Firm Forecasts and Firm Orders for Products in whole batch increments for each Product by National Drug Code (“NDC”) in accordance the CMs with the procedures set forth in this Section 2.4. AZ shall use commercially reasonable efforts to deliver Products ordered in accordance with timelines set forth in the Firm Orders submitted by ABBI in accordance with this Section 2.4. (b) ABBI shall submit an initial firm order (“Initial Firm Order”) upon execution of this Agreement for the entire inventory of the Products in final form and labeled for sale in the Territory then held by AZ anywhere in the world on and as of such date. The Initial Firm Order shall not specify a delivery date that is not rolling [***] from the date production forecasts of this Agreementits anticipated purchases of Devices, Base Units, Transjectors and ▇▇▇▇▇▇▇▇. AZ and ABBI agree thatSuch production forecasts shall not require Devices, as part Base Units, Transjectors or ▇▇▇▇▇▇▇▇ to be manufactured in amounts in excess of the Initial Firm Order, AZ shall supply to ABBI, not Agreed Capacity Levels. The first of these production forecasts will be provided no less than a [***], based on the [***] and thatwill state the quantities of Devices, notwithstanding the preceding sentenceBase Units, such amount of [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of Transjectors and ▇▇▇▇▇▇▇▇ that part of the Initial Firm Order that consists of [***] is included in the Purchase Price (as defined in the Asset Purchase Agreement), and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this Agreement. (c) Within two business days following the Effective Date, or on such other date as may be agreed to by the Parties in writing, ABBI shall provide to AZ a non-binding forecast of ABBI ‘s requirements for each Product by NDC for a [***] (a “Forecast”). Such Forecast shall be revised quarterly for a rolling [***] period and delivered to AZ on the first day of each calendar quarter. In addition, for the purposes of AZ’s long-term planning, ABBI shall provide a non-binding best estimate of a [***] forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement. (d) Within ten (10) business days after the Effective Date of this Agreement, ABBI shall submit to AZ a non-cancelable purchase order (a “Firm Order”) for ABBI’s orders of Products by NDC INHALE expects to be delivered during the remainder of the current calendar quarter in which the anticipated first delivery of Devices, Base Units, Transjectors and the following first full calendar quarter▇▇▇▇▇▇▇▇ will occur. Thereafter, ABBI shall submit Each production forecast will be dated and production forecasts will thereafter be updated on a Firm Order no quarterly basis not later than [**]. Each subsequent production forecast will state the first day quantities of each calendar quarter for all of ABBI’s orders of Products by NDC Devices, Base Units, Transjectors and ▇▇▇▇▇▇▇▇ that INHALE expects to be delivered in each of the following calendar quarter. ABBI shall also submit to AZ along with such Firm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a “Firm Forecast”). (See Schedule E attached hereto.) The volume set forth in any Firm Order may not deviate more than [***] for each Product by NDC from the Firm Forecast submitted to AZ by ABBI for such calendar quarter. (e) AZ will respond within [**] beginning, [**] of receiving each of ABBI’s quarterly rolling Forecast, Firm Forecast and Firm Order, and will either (i) confirm acceptance by AZ of The production forecast for deliveries occurring in the Forecast, Firm Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate dialogue between the Parties to arrive at mutually acceptable values for the Forecast, Firm Forecast and Firm Order. AZ will use commercially reasonable efforts to accommodate any additional quantity of Products requested by ABBI after the Firm Order has been submitted to AZ, but AZ shall not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply more than calendar quarter beginning [**] shall be binding and shall provide for quantities [**] of the aggregate volume of each Product by NDC quantities contained in the production forecast for such calendar quarter set forth in any Firm Forecastgiven one quarter earlier. Firm Orders may be amended only by mutual agreement of the Parties, in writing. Furthermore, The production forecast for deliveries occurring in the event that ABBI submits a Firm Order for a volume that is less than [**] calendar [**] of shall be non-binding. The Parties recognize that such production forecasts may change over time based on commercial and regulatory developments and other factors. In this connection, the volume of any Product(s) by NDC indicated CMs agree to work with INHALE and its Pharmaceutical Collaborators to reduce, as reasonably practicable, their financial exposure relative to changes in such production forecasts. Such cooperation will be consistent with the Firm Forecast for such calendar quarter, and AZ elects to accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a result of such order shortfall CMs' obligations under Section 4.9 hereof. In the event it is not reasonably practicable for the requirements CMs to reduce their financial exposure with respect to changes in any binding production forecast, nothing in this Section 4.9 shall relieve INHALE of other Affiliates of AZ or for future periods covered by this Agreement. If AZ is unable its obligations with respect to utilize such Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the right to invoice ABBI for the cost of all Components, Materials and Work in Progress that AZ discarded as a result of such order shortfallany binding purchase order.

Forecasts and Orders. (a) ABBI agrees to provide Forecasts, Firm Forecasts and Firm Orders for Products in whole batch increments for each Product by National Drug Code (“NDC”) in accordance Buyers have provided Sellers with the procedures set forth in this Section 2.4. AZ shall use commercially reasonable efforts to deliver Products ordered in accordance with timelines set forth in the Firm Orders submitted by ABBI in accordance with this Section 2.4. (b) ABBI shall submit an initial firm order (“Initial Firm Order”) upon execution of this Agreement for the entire inventory of the Products in final form and labeled for sale in the Territory then held by AZ anywhere in the world on and as of such date. The Initial Firm Order shall not specify a delivery date that is not [***] from the date of this Agreement. AZ and ABBI agree that, as part of the Initial Firm Order, AZ shall supply to ABBI, not less than a [***], based on the [***] and that, notwithstanding the preceding sentence, such amount of [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of that part of the Initial Firm Order that consists of [***] is included in the Purchase Price (as defined in the Asset Purchase Agreement), and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this Agreement. (c) Within two business days following the Effective Date, or on such other date as may be agreed to by the Parties in writing, ABBI shall provide to AZ a non-binding forecast of ABBI ‘s requirements for each Product by NDC for a [***] (a “Forecast”). Such Forecast shall be revised quarterly for a rolling [***] period and delivered to AZ on the first day its purchases of each calendar quarter. In addition, Products for the purposes of AZ’s long-term planningTerm within the Territory, ABBI shall provide a non-binding best estimate of a [***] said forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement.being attached hereto as EXHIBIT B. (db) Within ten (10) business days after of the Effective Date of this AgreementDate, ABBI Buyers shall submit to AZ update the forecast described in Paragraph 4.1 (a) Such amended forecast shall be a non-cancelable binding (except as provided in Paragraph 14.1(c)) forecast of its purchases of Products for the term with the Territory ("Annual Forecast"). Each Product is to be identified in such Annual Forecast by individual SKU. (a) Every thirty (30) days during the term hereof, Buyers shall provide Sellers with a good faith, non-binding forecast of its purchases of Products during the next three (3) month period. Such forecasts shall be made recognizing the requirements for Batch Sizes and Lead Times as defined in Paragraph 4.3(b) hereof. (b) Sellers have presented Buyers with, and Buyers acknowledge the receipt of, a document listing the Products, the batch size used in the production of each such Product ("Batch Size"), and the lead times required to manufacture each of said Products ("Lead Times"), such document being appended hereto as EXHIBIT D. (a) Buyers shall authorize the manufacture and packaging of a Product by issuing a purchase order ("Purchase Order") to Sellers and Sellers shall manufacture and package, or have packaged, such Products. Each Purchase Order shall be in a “Firm Order”) for ABBI’s orders form and contain terms previously agreed to by the parties. Each ▇▇▇▇▇▇▇▇ ▇▇▇er shall correspond to a total quantity of Products by NDC to be delivered during the remainder Product which is a whole number multiple of the current calendar quarter and the following first full calendar quarter. Thereafter, ABBI shall submit a Firm Order no later than the first day of each calendar quarter for all of ABBI’s orders of Products by NDC to be delivered in the following calendar quarter. ABBI shall also submit to AZ along with such Firm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a “Firm Forecast”). (See Schedule E attached hereto.) The volume applicable Batch Size as set forth in any Firm EXHIBIT D. The proposed delivery date recited in the Purchase Order may not deviate more shall also be equal to or greater than [***] the applicable Lead Time for each such Product as set forth in EXHIBIT D. Each Purchase Order shall further specify the following: (i) the identity of Product by NDC from SKU, and (ii) the Firm Forecast submitted to AZ by ABBI for quantity of such calendar quarterProduct. (eb) AZ will respond within [***] Sellers shall promptly acknowledge each Purchase Order by signing and returning to Buyers the acknowledgment copy of receiving each of ABBI’s quarterly rolling Forecast, Firm Forecast and Firm Order, and will either (i) confirm acceptance by AZ Purchase Order promptly after its receipt. Failure of the Forecast, Firm Forecast and Firm Sellers to deliver to Buyers a written notice objecting to a Purchase Order quantities or within five (ii5) reject business days after receipt of the requested quantities and initiate dialogue Purchase Order shall constitute Sellers' acceptance of the Purchase Order. (c) In the event of any conflict between the Parties terms and conditions of this Agreement and the terms and conditions of Buyers' Purchase Order or any other document, the terms and conditions of this Agreement shall be controlling. 4.4 Buyers may request Sellers to arrive at mutually acceptable values for the Forecast, Firm accept an increase in Buyers' Annual Forecast and Firm Orderof Product(s). AZ will use Sellers' obligation with respect thereto shall solely be to exercise commercially reasonable efforts to accommodate any additional quantity Buyers' request so long as (a) such increase represents a whole number multiple of Products requested by ABBI after the Firm Order has been submitted to AZBatch Size of each such Product, but AZ shall (b) the period until the proposed date(s) of delivery is greater than the applicable Lead Time for each such Product, (c) the proposed date(s) of delivery is within the Term, and (d) the proposed increase does not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply represent more than [***] fifty percent (50%) of the aggregate volume of each Product by NDC for such calendar quarter set forth in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the Parties, in writing. Furthermore, in the event that ABBI submits a Firm Order for a volume that is less than [***] of the volume of any Product(s) by NDC indicated in the Firm Annual Forecast for such calendar quarter, and AZ elects to accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a result of such order shortfall for the requirements of other Affiliates of AZ or for future periods covered by this Agreement. If AZ is unable to utilize such Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the right to invoice ABBI for the cost of all Components, Materials and Work in Progress that AZ discarded as a result of such order shortfallProduct.