Common use of Forecasts and Orders Clause in Contracts

Forecasts and Orders. (a) Within [***] following the first commercial release of an Array as a Collaboration Product, and within [***] from the beginning of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a [***] (except as set forth in Section 4.01) rolling forecast of Arrays covering the next [***], 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 [***] 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 information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreement. (c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted and ordered in a manner similar to that provided for in (a) and (b) above.

Forecasts and Orders. (a) Within [***] 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 first commercial release date of an Array as a Collaboration Productthe forecast (the "Forecast Date"), and within [***] (ii) a binding purchase order ("Purchase Order") for M/C Lancets to be shipped from time to time in accordance with the beginning of each calendar quarter thereafter during the term provisions of this Agreement, AB shall furnish . Can-Am agrees to BT a [***] purchase from AMG (except as set forth in Section 4.01A) rolling forecast of Arrays covering the next [***], broken down into [***] increments (and by type of Array if more no less 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 [***] 100% of the current quarter forecast shall not trigger M/C Lancets that it forecasted that it would purchase during 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 [***] first two Quarters 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 labelingmost recent Forecast, and (cB) such other information as no less than 85% of the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with M/C Lancets that it forecasted that it would purchase during the requirements third and fourth Quarters of this Agreementits most recent Forecast. (b) Within [***] following Can-Am shall 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 first anniversary Purchase Order. Each Purchase Order shall be in the form 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 hereto. Each Purchase Order shall identify (i) the “BT Manufactured Instruments”quantity and other characteristics (including pack size, packaging information, gauge, SKU and color) covering of M/C Lancets to be delivered and (ii) the [***]required delivery date, 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 [***] which date shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which less than ten (a10) will specify days after the type and quantity date 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 information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreementrelevant Purchase Order. (c) Any other System Components AMG shall promptly acknowledge each Purchase Order by signing and returning to be supplied by BT to AB hereunder Can-Am the acknowledgment copy of each Purchase Order promptly after its receipt. AMG shall be forecasted 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 after receipt of such Purchase Order. (d) In the event of any conflict between the terms and ordered in a manner similar conditions of this Agreement and the terms and conditions of Can-Am's Purchase Order or any other document, the terms and conditions of this Agreement shall be controlling. (e) The parties hereto may agree to that provided modify the procedures for in (a) ordering and (b) abovedelivering M/C Lancets hereunder.

Forecasts and Orders. (a) Within PRODUCTION FORECASTS. INHALE shall provide the CMs with rolling [***] following production forecasts of its anticipated purchases of Devices, Base Units, Transjectors and ▇▇▇▇▇▇▇▇. Such production forecasts shall not require Devices, Base Units, Transjectors or ▇▇▇▇▇▇▇▇ to be manufactured in amounts in excess of the Agreed Capacity Levels. The first commercial release of an Array as a Collaboration Product, and within these production forecasts will be provided no less than [***] from and will state the beginning quantities of each Devices, Base Units, Transjectors and ▇▇▇▇▇▇▇▇ that INHALE expects to be delivered during the calendar quarter in which the anticipated first delivery of Devices, Base Units, Transjectors and ▇▇▇▇▇▇▇▇ will occur. Each production forecast will be dated and production forecasts will thereafter during the term of this Agreement, AB shall furnish to BT be updated on a quarterly basis not later than [***] (except as set forth in Section 4.01) rolling forecast of Arrays covering the next [***], 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 Each subsequent production forecast will state the quantities of Devices, Base Units, Transjectors and ▇▇▇▇▇▇▇▇ that INHALE expects to be delivered in each of the [**] calendar [**] beginning, [**] The production forecast for deliveries occurring in the calendar quarter beginning [**] shall be binding and shall provide for quantities [**] of the current quantities contained in the production forecast for such quarter given one quarter earlier. The production forecast shall not trigger the failure to supply provision for deliveries occurring 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 [***] 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 ABnon-binding. AB or its Affiliates will order Instruments by issuing an Order thereforThe Parties recognize that such production forecasts may change over time based on commercial and regulatory developments and other factors. In this connection, 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 information as the parties mutually 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 included. BT hereby accepts all Orders placed in compliance consistent with the requirements CMs' obligations under Section 4.9 hereof. In the event it is not reasonably practicable for the 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 this Agreementits obligations with respect to any binding purchase order. (c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted and ordered in a manner similar to that provided for in (a) and (b) above.

Forecasts and Orders. (a) Buyers have provided Sellers with a non-binding forecast of its purchases of Products for the Term within the Territory, said forecast being attached hereto as EXHIBIT B. (b) Within [***] following ten (10) business days of the first commercial release Effective Date, Buyers 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 an Array as a Collaboration Product, and within [***] from its purchases of Products for the beginning of each calendar quarter thereafter 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 of this Agreementhereof, AB Buyers shall furnish to BT provide Sellers with a [***] (except as set forth in Section 4.01) rolling good faith, non-binding forecast of Arrays covering its purchases of Products during the next [***], broken down into [***] increments three (and by type of Array if more than one involved)3) month period. If orders are placed with BT that exceed such rolling forecast, BT Such forecasts 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 made recognizing the requirements of this Agreementfor Batch Sizes and Lead Times as defined in Paragraph 4.3(b) hereof. (b) Within [***] following Sellers have presented Buyers with, and Buyers acknowledge the first anniversary 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 form and contain terms previously agreed to by the parties. Each ▇▇▇▇▇▇▇▇ ▇▇▇er shall correspond to a total quantity of Product which is a whole number multiple 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 applicable Batch Size as set forth in Exhibit A (EXHIBIT D. The proposed delivery date recited in the “BT Manufactured Instruments”) covering Purchase Order shall also be equal to or greater than the [***], broken down into [***] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of applicable Lead Time for each forecast such Product as set forth in EXHIBIT D. Each Purchase Order 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 further specify the type following: (i) the identity of Product by SKU, and (ii) the quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), Product. (b) may also contain instructions as Sellers shall promptly acknowledge each Purchase Order by signing and returning to carrier and method Buyers the acknowledgment copy of shipment, packaging and labeling, and 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 (c5) such other information as business days after receipt of the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with Purchase Order shall constitute Sellers' acceptance of the requirements of this AgreementPurchase Order. (c) Any In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of Buyers' Purchase Order or any other System Components to be supplied by BT to AB hereunder document, the terms and conditions of this Agreement shall be forecasted and ordered controlling. 4.4 Buyers may request Sellers to accept an increase in a manner similar Buyers' Annual Forecast of Product(s). Sellers' obligation with respect thereto shall solely be to that provided for in exercise commercially reasonable efforts to accommodate Buyers' request so long as (a) and such increase represents a whole number multiple of the Batch Size of each such Product, (b) abovethe 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 represent more than fifty percent (50%) of the Annual Forecast of such Product.

Forecasts and Orders. (a) Within [***] following 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 first commercial release 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 an Array 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 Collaboration Product, and within delivery date that is not [***] from the beginning of each calendar quarter thereafter during the term date of this Agreement. AZ and ABBI agree that, AB as part of the Initial Firm Order, AZ shall furnish supply to BT ABBI, not less than a [***] (except as set forth in Section 4.01) rolling forecast of Arrays covering the next [***], 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 based on the [***] and that, notwithstanding the preceding sentence, such amount 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 will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of BT Manufactured Instrument if more than one involved). Only that part of the Initial Firm Order that consists of [***] of each forecast shall be binding on AB while is included in the [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which Purchase Price (a) will specify as defined in the type and quantity of such Instruments ordered, place(s) of deliveryAsset Purchase Agreement), and delivery date(s), (b) may also contain instructions as ABBI shall only be obligated to carrier and method of shipment, packaging and labeling, and (c) such pay for the other information as Products included in the parties mutually agree to be included. BT hereby accepts all Orders placed Initial Firm Order in compliance accordance with the requirements Section 5 of this Agreement. (c) Any Within two business days following the Effective Date, or on such other System Components 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 [***] 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 supplied 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 BT NDC to AB hereunder 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 forecasted 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 ordered 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 manner similar 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 provided for in (a) and (b) aboveAZ 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) Within [***] following on a pull Manufacturing basis in respect of the first commercial release Products as set out in clauses 3.2 and 3.4; or (B) on a Toll Manufacturing Basis in respect of an Array Products that are Tolled Products as a Collaboration Productset out in clause 5 (Toll Manufacture) and Exhibit 7 (Toll Manufacturing Provisions), and within [***] from and (C) on the beginning fifth (5th) Business Day of each calendar quarter thereafter during month commencing not later than the term 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 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 comprise a good faith estimate of its anticipated aggregate monthly requirements for Products for at least the following twenty-four (24) months or, in each case, such shorter period remaining under the Term (including any proposed extension thereof), in accordance with clause 3.2 ( the “Forecast Schedule”). (A) Manufacturing and supply of Products under this AgreementAgreement shall be pursuant to the Forecast Schedules and to the Firm Orders submitted by the Purchaser, AB as further described in this clause 3.2. (B) The initial Forecast Schedule is attached to this Agreement at Exhibit 14 (Initial Product Forecast Schedule) and the Parties agree that the Purchaser and the Supplier shall furnish be bound by the volumes of Products shown in the Firm Zone of such initial Forecast Schedule as at the Effective Date. The initial Forecast Schedule shall reflect the migration of all orders that are in progress immediately prior to BT the Effective Date. (C) Provided that the volumes of Products shown in the Firm Zone of each Forecast Schedule align with the requirements of the Gating Plan in respect of such Products, such volumes shall be deemed to be firm orders binding on the Purchaser and the Supplier, and the quantities included for each Product in any Firm Zone may not be varied in any subsequent Forecast Schedule unless the Supplier agrees in writing (each 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). (except D) The 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 Section 4.01Exhibit 1 (Products). (E) rolling forecast of Arrays covering the next [***], broken down into [***] increments (and by type of Array if more than one involved). If orders are placed with BT The Supplier shall respond to each Firm Order 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 complies with the requirements of this Agreement.clause 3.2 (including the applicable Gating Plan): (bi) Within [***] following within two (2) Business Days of receipt (or such other date as agreed between the first anniversary Parties) to acknowledge receipt of the Effective DateFirm 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, 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 Supplier shall be binding on AB while deemed to have acknowledged and accepted that Firm Order. Unless otherwise agreed by the [***] Parties, the Supplier shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, obliged to acknowledge Firm Orders 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 information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance comply with the requirements of this Agreement.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: (ciii) Any other System Components accepts such amendments, the Firm Order together with the relevant amendments shall be deemed to be supplied acknowledged and accepted by BT to AB hereunder the Supplier and shall be forecasted 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 ordered the applicable Gating Plan, provided that the Supplier may refer the matter for resolution in a manner similar to that provided for in (a) and (b) above.accordance with clause

Forecasts and Orders. (a) Within [***] following the first commercial release of an Array as a Collaboration Product, and within [***] from the beginning of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a [***] (except as set forth in Section 4.01) rolling forecast of Arrays covering the next [***], 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 [***] 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 information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreement.. Table of Contents (c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted and ordered in a manner similar to that provided for in (a) and (b) above.