Common use of Rolling Forecasts Clause in Contracts

Rolling Forecasts. Notwithstanding the prior delivery of any Non-Binding Annual Forecast, by the first day of each calendar month during the Manufacturing Term, Kenvue will submit to J&J a forecast of Kenvue’s anticipated demand of each Product for the next eighteen (18) consecutive calendar months commencing with the calendar month in which such forecast is delivered and long-term projected volumes for the nineteenth (19th) through thirty-sixth (36th) calendar months based on Kenvue’s most recently provided projections of its long-term demand for Products (each, a “Rolling Forecast”, and any Non-Binding Annual Forecast or Rolling Forecast, a “Forecast”). Each Rolling Forecast shall be broken down monthly, on a Product-by-Product basis and by SKUs, and shall be in amounts equal to or greater than the applicable Minimum Order Quantity for each Product. J&J shall confirm acceptance, reject or otherwise respond to each Rolling Forecast within fourteen (14) calendar days of submission and, upon acceptance thereof, such Rolling Forecast shall supersede all previously accepted Rolling Forecasts. In the event that a Rolling Forecast is rejected by J&J, in whole or in part, J&J shall specify in reasonable detail the basis for and scope of such rejection (including the SKUs subject to such rejection) and, solely to the extent any Rolling Forecast is rejected, the most recently accepted Rolling Forecast shall continue to apply with respect to the SKUs subject to such rejection. The forecasted demand for each API for the first twelve (12) calendar months of an accepted Rolling Forecast will be binding (to the extent not already binding pursuant to a previous Rolling Forecast). The forecasted demand for each other Product for the first three (3) calendar months of an accepted Rolling Forecast will be binding (to the extent not already binding pursuant to a previous Rolling Forecast) and, with respect to the subsequent nine (9) calendar months of an accepted Rolling Forecast, (i) subject to clause (iii) of this sentence, increases or decreases to the quantity of any Product forecasted for any such calendar month of up to 10% shall be permitted, (ii) in the event of any proposed increases to the quantity of any Product forecasted for any such calendar month in excess of 10%, the Parties shall mutually agree upon any such increases in Supply Reviews, taking into account available capacity at the applicable Facilities and availability of Raw Materials and APIs, and (iii) in the event of any proposed decreases to the quantity of any Product forecasted for any such calendar month (x) in excess of 10% or (y) below any other limitation on forecasted quantity for such Product set forth on Schedule B, J&J shall determine any costs that may be incurred as a result of such proposed decreases and the Parties shall mutually agree upon any such decreases (including with respect to the allocation of any such costs resulting therefrom) in Supply Reviews.

Rolling Forecasts. Notwithstanding the prior delivery of any Non-Binding Annual Forecast, by the first day No later than [***] of each calendar month year during the Manufacturing Termterm of this Agreement, Kenvue Humacyte and ▇▇▇▇▇▇▇▇ will submit to J&J provide Supplier with a written forecast for each Product setting forth the amount of such Product that Humacyte and ▇▇▇▇▇▇▇▇ require from Supplier during [***], which shall include Humacyte’s forecast of Kenvue’s anticipated demand Humacyte Orders and ▇▇▇▇▇▇▇▇’▇ forecast of each Product for the next eighteen ▇▇▇▇▇▇▇▇ Orders (18) consecutive calendar months commencing with the calendar month in which such forecast is delivered and long-term projected volumes for the nineteenth (19th) through thirty-sixth (36th) calendar months based on Kenvue’s most recently provided projections of its long-term demand for Products (each, a “Rolling Forecast”, and any Non-Binding Annual Forecast or Rolling Forecast, a “Forecast”). Each Rolling Thereafter, the Forecast shall be broken down monthly, updated on a Product[***] basis by [***]. Without Supplier’s prior written consent, Product quantities set forth in [***] the first [***] of a new Forecast may not vary more than [***] percent ([***]%) in either direction from the respective forecasted Product quantities specified for such [***] when such [***] was [***] in a preceding Forecast (such allowed variance, “Permitted Variance”). If Humacyte fails to provide any updated Forecast in accordance with this Section, then Humacyte will be deemed to have submitted a Forecast identical in all respects to the most recent Forecast provided by Humacyte, except that the first [***] of such previous forecast shall be deleted and the quantities in the last [***] of the deemed Forecast shall be identical to the last [***] of the previous Forecast. Subject only to the restrictions on variance imposed by this Section, the Product quantities specified for the [***] through the [***] of each Forecast shall be non-by-binding estimates of future Product basis orders. For clarity, Humacyte may submit forecasts for Humacyte Orders and by SKUs▇▇▇▇▇▇▇▇ may submit forecasts for ▇▇▇▇▇▇▇▇ Orders, and shall be in amounts equal to or greater than the applicable Minimum Order Quantity for each Product. J&J shall confirm acceptance, reject or otherwise respond to each Rolling Forecast within fourteen (14) calendar days of submission and, upon acceptance thereof, all such Rolling Forecast shall supersede all previously accepted Rolling Forecasts. In the event that a Rolling Forecast is rejected by J&J, in whole or in part, J&J shall specify in reasonable detail the basis for and scope of such rejection (including the SKUs subject to such rejection) and, solely to the extent any Rolling Forecast is rejected, the most recently accepted Rolling Forecast shall continue to apply Purchase Orders will count with respect to Humacyte’s forecasting and Minimum [***] Volume obligations. Exceptions in the SKUs subject to such rejection. The forecasted demand for each API for the first twelve (12) calendar months of an accepted Rolling Forecast forecasting process will be binding (to discussed in good faith between Supplier and Humacyte or, in the extent not already binding pursuant to a previous Rolling Forecast). The forecasted demand for each other Product for the first three (3) calendar months of an accepted Rolling Forecast will be binding (to the extent not already binding pursuant to a previous Rolling Forecast) and, with respect to the subsequent nine (9) calendar months of an accepted Rolling Forecast, (i) subject to clause (iii) of this sentence, increases or decreases to the quantity case of any Product forecasted for any such calendar month of up to 10% shall be permittedForecast submitted by ▇▇▇▇▇▇▇▇, (ii) in the event of any proposed increases to the quantity of any Product forecasted for any such calendar month in excess of 10%, the Parties shall mutually agree upon any such increases in Supply Reviews, taking into account available capacity at the applicable Facilities between Supplier and availability of Raw Materials and APIs, and (iii) in the event of any proposed decreases to the quantity of any Product forecasted for any such calendar month (x) in excess of 10% or (y) below any other limitation on forecasted quantity for such Product set forth on Schedule B, J&J shall determine any costs that may be incurred as a result of such proposed decreases and the Parties shall mutually agree upon any such decreases (including with respect to the allocation of any such costs resulting therefrom) in Supply Reviews▇▇▇▇▇▇▇▇.