Initial Forecasts. Not less than six months prior to the date of the first anticipated delivery of any Product by Gen-Probe to Chiron, Chiron shall prepare and provide Gen-Probe with a written forecast of the estimated requirements of Chiron and its Affiliates for each Blood Screening Assay, Blood Screening Instrument, Clinical Diagnostic Assay, Clinical Diagnostic Instrument, or Rare Reagent for each of the twelve (12) calendar months beginning with the month of the first anticipated delivery of any Product. Gen-Probe shall respond to Chiron's forecast in writing within thirty (30) days and shall have no obligation with respect to such forecast unless it has approved such forecast in writing. Gen-Probe shall use Commercially Reasonable Efforts to meet the market demand for the Products as to which it has undertaken an obligation to manufacture. Not less than three months prior to the date of the first anticipated delivery of any Product, Chiron shall prepare and provide Gen-Probe with a more current written forecast covering the same Products and period. Gen-Probe shall respond to Chiron's updated forecast in writing within ten (10) days. Gen-Probe shall have no obligation with respect to such updated forecast to the extent that the forecasted quantity of any Product has been increased by more than fifteen percent (15%) for the first three-month period of such forecast, or by more than twenty-five percent (25%) for the twelve-month period of such forecast, from the previously-approved amount for such Product unless it has approved such increase in writing. The parties recognize that forecasting the first year for any Product will be difficult and that actual experience may significantly vary from the forecast. Without modifying any other provision of this Agreement, the parties agree to work together to address the first year supply of Products, and to use Commercially Reasonable Efforts to satisfy the market need.
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Sources: Agreement (Gen Probe Inc), Agreement (Gen Probe Inc)
Initial Forecasts. Not less than six months prior to the date of the first anticipated delivery of any Product by Gen-Probe to Chiron, Chiron shall prepare and provide Gen-Probe with a written forecast of the estimated requirements of Chiron and its Affiliates for each Blood Screening Assay, Blood Screening Instrument, Clinical Diagnostic Assay, Clinical Diagnostic Instrument[PROVISION ASSIGNED], or Rare Reagent for each of the twelve (12) calendar months beginning with the month of the first anticipated delivery of any Product. Gen-Probe shall respond to Chiron's forecast in writing within thirty (30) days and shall have no obligation with respect to such forecast unless it has approved such forecast in writing. Gen-Probe shall use Commercially Commercially-Reasonable Efforts to meet the market demand for the Products as to which it has undertaken an obligation to manufacture. Not less than three months prior to the date of the first anticipated delivery of any Product, Chiron shall prepare and provide Gen-Probe with a more current written forecast covering the same Products and period. Gen-Probe shall respond to Chiron's updated forecast in writing within ten (10) days. Gen-Probe shall have no obligation with respect to such updated forecast to the extent that the forecasted quantity of any Product has been increased by more than fifteen percent (15%) for the first three-month period of such forecast, or by more than twenty-five percent (25%) for the twelve-month period of such forecast, from the previously-approved amount for such Product unless it has approved such increase in writing. The parties recognize that forecasting the first year for any Product will be difficult and that actual experience may significantly vary from the forecast. Without modifying any other provision of this Agreement, the parties agree to work together to address the first year supply of Products, and to use Commercially Reasonable Efforts to satisfy the market need.
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