Common use of Planning Forecast Clause in Contracts

Planning Forecast. Within [ * ] months after the Effective Date, and continuing to be updated on or before January 1 of each [ * ] thereafter, Teva shall provide Alexza with a written [ * ] year sales Unit forecast, by [ * ], of Teva’s requirements for the Product (the “Planning Forecast”). This forecast shall be for capacity planning purposes only and shall not constitute a firm order or have any binding effect. The Parties shall review the forecast on not less than a [ * ] basis to assess the available manufacturing capacity of Alexza (currently estimated at approximately [ * ] Units worldwide). To the extent that the aggregate worldwide forecast quantities of Product are expected to exceed the then existing available capacity of Alexza at its facility in [ * ] months, the Parties shall meet and discuss in good faith whether to discuss Alexza’s plans to expand the then current manufacturing capacity or to identify and engage a Third Party manufacturer for the Product. In any event, to the extent reasonably practicable Teva shall notify Alexza at least [ * ] months in advance with respect to any material increase of its demand forecast and Alexza shall not be deemed in breach of this Agreement for its inability to supply such increased amount of Product due to the capacity constraints which Alexza had less than [ * ] months’ notice of any material increase of Teva’s supply forecast that would impact capacity planning as long as Alexza is using Commercially Reasonable Efforts to address supply constraints based on Teva’s original planning forecast.