Common use of Long Range Forecast Clause in Contracts

Long Range Forecast. At least [***] before the first market supply is intended, Customer will provide a good faith rolling forecast covering [***], which Customer will update quarterly, specifying the Product, the ordered quantity and the expected delivery dates (“Long Range Forecast”). If ▇▇▇▇▇▇▇▇▇▇ does not object within [***] after the receipt of the initial Long Range Forecast and each subsequent quarterly Long Range Forecast, the Long Range Forecast shall be deemed accepted, and following the date upon which the Initial Technology Transfer is completed, (a) the first [***] of each Long Range Forecast shall become binding for both Parties as to the aggregate quantity of Product for which Purchase Orders must be placed during [***] (the “Binding Forecast”), and the second [***] of each Long Range Forecast shall be non-binding (b) ▇▇▇▇▇▇▇▇▇▇ may not reject any updated Long Range Forecast for any quantity of Product that is (i) for months [***] of the updated Long Range Forecast less than or equal to the immediately preceding Long Range Forecast, for the corresponding period, and (ii) for months [***] of such updated Long Range Forecast within the Batch Capacity, and (c) ▇▇▇▇▇▇▇▇▇▇ shall be required to supply to Customer any quantity of Product included in a Binding Forecast that is less than or equal to the Long Range Forecast provided by Customer for the applicable period. Any cancellation or reduction in the quantity of Product purchased during the period of the Binding Forecast by Customer will be subject to Section 10.2. For clarity, (A) no portion of the Long Range Forecast will become a Binding Forecast until such time as the Initial Technology Transfer has been completed so that Product is able to be Manufactured at commercial scale, unless Customer notifies ▇▇▇▇▇▇▇▇▇▇ in writing that it wishes to place a Binding Forecast prior to completion of the Initial Technology Transfer, and (B) if the Initial Technology Transfer has not been completed to Customer’s reasonable satisfaction in order to enable the Manufacture of commercial quantities of Product by June 30, 2017, Section 19.4 will apply. For the avoidance of doubt, and without limiting any of the foregoing, ▇▇▇▇▇▇▇▇▇▇ is not obligated to reserve resources as long as the Long Range Forecast is not a Binding Forecast.