Rolling Quarterly Forecasts. Beginning with the Calendar Quarter ending June 30, 2011, and on or prior to the last day of the second to last month in each such Calendar Quarter, Roka shall update its prior Forecast by extending the Forecast to cover a period of not less than twelve (12) months starting with the first day of the second Calendar Quarter thereafter (which date is referred to as the “Forecast Start Date”). As an example, the updated Forecast for the 12 month period from October 1, 2011 to September 30, 2012 will be provided by Roka to Gen-Probe on or before May 31, 2011 and the “Forecast Start Date” for such Forecast shall be October 1, 2011. Gen-Probe shall respond to each Forecast in writing (which term expressly includes email correspondence) within thirty (30) days indicating whether and to what extent it will be able to commit to supply Roka with its requirements as indicated in the applicable Forecast; provided, however, that for each Calendar Year after the 2011 Calendar Year Gen- Probe shall commit to supply Roka with an aggregate of at least [*] Panther Instruments per Calendar Year (so long as Roka’s Forecast for such Calendar Year is at least equal to an aggregate of [*] Panther Instruments). For the avoidance of doubt, Gen-Probe shall not decline to commit to supply Roka with any portion of Roka’s Forecasted requirements to the extent that Gen-Probe and/or its Third Party contract manufacturer has the production capacity to first meet all of Gen-Probe’s requirements for itself and for Gen-Probe’s other customers, and to fill such Roka Forecasted requirements or portions thereof. Notwithstanding the foregoing, the Parties acknowledge and agree that with respect to requirements for Panther Instruments in 2011 such updated Forecasts shall be for planning purposes only because the final version of the 2011 Forecast shall control with respect to Roka’s requirements for Panther Instruments in 2011. Absent Gen-Probe’s prior written consent, with respect to each such updated Forecast, Roka may not modify the previously-forecasted amount of Panther Instruments for the Calendar Quarter following the Forecast Start Date, and Roka may not increase or decrease its Forecast for Panther Instruments for the Calendar Quarter covering the fourth through sixth months of the Forecast by more than twenty-five percent (25%) from the previously forecasted amount for such Calendar Quarter.
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Rolling Quarterly Forecasts. Beginning with the Calendar Quarter ending June 30, 2011, and on or prior to the last day of the second to last month in each such Calendar Quarter, Roka shall update its prior Forecast by extending the Forecast to cover a period of not less than twelve (12) months starting with the first day of the second Calendar Quarter thereafter (which date is referred to as the “Forecast Start Date”). As an example, the updated Forecast for the 12 month period from October 1, 2011 to September 30, 2012 will be provided by Roka to Gen-Probe on or before May 31, 2011 and the “Forecast Start Date” for such Forecast shall be October 1, 2011. Gen-Probe shall respond to each Forecast in writing (which term expressly includes email correspondence) within thirty (30) days indicating whether and to what extent it will be able to commit to supply Roka with its requirements as indicated in the applicable Forecast; provided, however, that for each Calendar Year after the 2011 Calendar Year Gen- Probe shall commit to supply Roka with an aggregate of at least [*] Panther Instruments per Calendar Year (so long as Roka’s Forecast for such Calendar Year is at least equal to an aggregate of [*] Panther Instruments). For the avoidance of doubt, Gen-Probe shall not decline to commit to supply Roka with any portion of Roka’s Forecasted requirements to the extent that Gen-Probe and/or its Third Party contract manufacturer has the production capacity to first meet all of Gen-Probe’s requirements for itself and for Gen-Probe’s other customers, and to fill such Roka Forecasted requirements or portions thereof. Notwithstanding the foregoing, the Parties acknowledge and agree that with respect to requirements for Panther Instruments in 2011 such updated Forecasts shall be for planning purposes only because the final version of the 2011 Forecast shall control with respect to Roka’s requirements for Panther Instruments in 2011. Absent Gen-Probe’s prior written consent, with respect to each such updated Forecast, Roka may not modify the previously-forecasted amount of Panther Instruments for the Calendar Quarter following the Forecast Start Date, and Roka may not increase or decrease its Forecast for Panther Instruments for the Calendar Quarter covering the fourth through sixth months of the Forecast by more than twenty-five percent (25%) [*] from the previously forecasted amount for such Calendar Quarter.
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Rolling Quarterly Forecasts. Beginning with the Calendar Quarter ending June 30, 2011, and on or prior to the last day of the second to last month in each such Calendar Quarter, Roka shall update its prior Forecast by extending the Forecast to cover a period of not less than twelve (12) months starting with the first day of the second Calendar Quarter thereafter (which date is referred to as the “Forecast Start Date”). As an example, the updated Forecast for the 12 month period from October 1, 2011 to September 30, 2012 will be provided by Roka to Gen-Probe on or before May 31, 2011 and the “Forecast Start Date” for such Forecast shall be October 1, 2011. Gen-Probe shall respond to each Forecast in writing (which term expressly includes email correspondence) within thirty (30) days indicating whether and to what extent it will be able to commit to supply Roka with its requirements as indicated in the applicable Forecast; provided, however, that for each Calendar Year after the 2011 Calendar Year Gen- Probe shall commit to supply Roka with an aggregate of at least [*] 50 Panther Instruments per Calendar Year (so long as Roka’s Forecast for such Calendar Year is at least equal to an aggregate of [*] 50 Panther Instruments). For the avoidance of doubt, Gen-Probe shall not decline to commit to supply Roka with any portion of Roka’s Forecasted requirements to the extent that Gen-Probe and/or its Third Party contract manufacturer has the production capacity to first meet all of Gen-Probe’s requirements for itself and for Gen-Probe’s other customers, and to fill such Roka Forecasted requirements or portions thereof. Notwithstanding the foregoing, the Parties acknowledge and agree that with respect to requirements for Panther Instruments in 2011 such updated Forecasts shall be for planning purposes only because the final version of the 2011 Forecast shall control with respect to Roka’s requirements for Panther Instruments in 2011. Absent Gen-Probe’s prior written consent, with respect to each such updated Forecast, Roka may not modify the previously-forecasted amount of Panther Instruments for the Calendar Quarter following the Forecast Start Date, and Roka may not increase or decrease its Forecast for Panther Instruments for the Calendar Quarter covering the fourth through sixth months of the Forecast by more than twenty-five percent (25%) from the previously forecasted amount for such Calendar Quarter.
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