Common use of Subsequent Forecasts Clause in Contracts

Subsequent Forecasts. Customer shall provide an updated forecast to IBM, on a monthly basis, in writing, and by no later than the fifth (5th) day of each month during the term of the Task Order. Each such forecast will cover at least a rolling twelve (12) month period (not to exceed the term of the Task Order), and will be reviewed for acceptance by IBM, acceptance not to be unreasonably withheld. IBM shall notify Transmeta of whether said forecast has been accepted or rejected, within ten (10) business days after receipt by IBM. IBM shall have the right to reject a forecast if Customer changes the quantity of Products forecasted for [*] of a previously accepted forecast, thereby holding Customer to the most recently accepted forecast. For example, assume Customer submits a forecast in February and said forecast designates [*] and IBM accepts that forecast. Further assume that Customer's next forecast designates only [*]. IBM has the right to reject that forecast and hold Customer to the accepted forecast. Customer shall submit a purchase order (placed in accordance with Section 3) with each updated forecast (if one has not already been submitted), by which Customer orders the quantity of Products forecast for the [*] of the forecast ([*] having already been committed under purchase order(s) pursuant to previous forecast(s)). IBM agrees that it shall provide capacity to Customer such that if ordered, IBM would satisfy Customer's forecasted requirements for the [*] of each forecast, subject to the following paragraph. In consideration for IBM agreeing to grant that capacity, Customer agrees that if it does not order against previously accepted forecasts, as discussed in Section 11 of the Task Order, then Customer shall be subject to cancellation charges as discussed in said section. IBM agrees to consider, but is not obligated to accept, purchase orders seeking upside (meaning, for a quantity of units in excess of [*] of the forecast) and forecasts greater than that of a previously accepted forecast. IBM will accept purchase orders for units forecasted to be delivered in [*] of any accepted forecast, provided the orders are placed in accordance with Section 3 and the quantities requested are within [*] of the most recently accepted forecast for said months. Customer is not obligated to submit said orders until the aforesaid [*] roll into the [*] of a forecast. For example, assume Customer submits a forecast and said forecast designates [*]. Once that month rolls into the [*] of a forecast, IBM will accept a purchase order from Customer as long as Customer actually orders between [*] for delivery during that [*]. By way of a final example, assume that on January 5 Customer forecasts [*] and that IBM accepts the forecast. Further assume that Customer changes the forecast to [*]. IBM may reject the [*] forecast, and thereby hold Customer to the January forecast, or accept the [*] forecast of [*]. If IBM accepts the new forecast, Customer is obligated to submit a purchase order [*] that is between [*]. [*] (or greater, if Customer submits forecasts beyond [*]) of each forecast are non-binding on Customer and IBM, and provided for convenience purposes only. All forecasts shall be in the same format as set forth in the Task Order. Forecasts shall be provided to IBM's Technical Coordinator identified in the applicable Task Order. On a regular basis, as mutually agreed to in writing, the parties will meet to review the historical Product unit volumes, manufacturing cycle times, and foundry Product pricing. * Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities Exchange Commission.

Subsequent Forecasts. Customer shall provide an updated forecast in writing to IBM, on a monthly basis, in writing, and basis by no later than the fifth (5th) day of each month during the term of the Task OrderAttachment. Each such forecast will cover at least a rolling twelve (12) month period (not to exceed the term of the Task Orderthis Attachment), and will be reviewed for acceptance by IBM, acceptance not to be unreasonably withheld. IBM shall notify Transmeta of whether said forecast has been accepted or rejected, within Within ten (10) business days after receipt by IBM. IBM shall have the right to reject a notify Customer with written notice of whether such forecast if Customer changes the quantity of Products forecasted for [*] of a previously has been accepted forecast, thereby holding Customer to the most recently accepted forecastor rejected. For example, assume Customer submits a With each updated forecast in February and said forecast designates [*] and IBM accepts that forecast. Further assume that Customer's next forecast designates only [*]. IBM has the right to reject that forecast and hold Customer to the accepted forecast. Customer shall submit a purchase order (placed in accordance with ( pursuant to Section 3) with each updated forecast (if one has not already been submitted), by which Customer orders . This purchase order shall be for the quantity of Products forecast for the [*] fourth (4th) month of the rolling forecast ([*] months one (1) through three (3) having already been committed under purchase order(s) pursuant to previous forecast(s)). IBM agrees that it shall provide capacity to Customer such that if ordered, IBM would satisfy Customer's forecasted requirements for the [*] of each forecast, subject to the following paragraph. In consideration for IBM agreeing to grant that capacity, Customer agrees that if it does not order against previously submit purchase orders for accepted forecasts, as discussed in Section 11 6 of the Task OrderAttachment, then Customer shall be subject to the cancellation charges as discussed in said sectiondescribed there. IBM agrees to consider, but is not obligated to accept, All purchase orders seeking upside (meaning, for a quantity submitted are subject to the terms of units in excess of [*] Section 4.0 of the forecast) and forecasts greater than that of a previously accepted forecastAgreement. IBM will accept purchase orders for units forecasted to be delivered in [months _*] _ of any accepted forecast, provided the forecast has been accepted by IBM, the orders are placed in accordance with Section 3 and the quantities requested are within [_*] of _ the most recently previously accepted forecast for said months. Customer is not obligated to submit said months or if Customer's orders until constitute less than an average of _*_ wafer starts per day averaged over the aforesaid [*] roll into the [*] of a forecast. For example, assume Customer submits a forecast and said forecast designates [*]. Once that month rolls into the [*] of a forecastthree (3) previous month(s), IBM will accept a purchase order from Customer as long as Customer actually orders between [for quantities up to _*] _ of previously forecasted quantities for delivery during that [such month(s). IBM will accept purchase orders for months _*]. By way of a final example, assume that on January 5 Customer forecasts [*] and that IBM accepts the forecast. Further assume that Customer changes _ provided the forecast to [*]. IBM may reject the [*] forecast, and thereby hold Customer to the January forecast, or accept the [*] forecast of [*]. If IBM accepts the new forecast, Customer is obligated to submit a purchase order [*] that is between [*]. [*] (or greater, if Customer submits forecasts beyond [*]) of each forecast are non-binding on Customer and IBM, and provided for convenience purposes only. All forecasts shall be in the same format as set forth in the Task Order. Forecasts shall be provided to IBM's Technical Coordinator identified in the applicable Task Order. On a regular basis, as mutually agreed to in writing, the parties will meet to review the historical Product unit volumes, manufacturing cycle times, and foundry Product pricing. * Confidential treatment has been requested accepted by IBM. Customer shall pay no cancellation charge for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities Exchange Commissiona decrease in forecasted quantities for months _*_.

Subsequent Forecasts. Customer shall provide an updated forecast to IBM, on a monthly basis, in writing, and by no later than the fifth (5th) day of each month during the term of the Task Order. Each such forecast will cover at least a rolling twelve (12) month period (not to exceed the term of the Task Order), and will be reviewed for acceptance by IBM, acceptance not to be unreasonably withheld. IBM shall notify Transmeta of whether said forecast has been accepted or rejected, within ten (10) business days after receipt by IBM. IBM shall have the right to reject a forecast if Customer changes the quantity of Products forecasted for [*] of a previously accepted forecast, thereby holding Customer to the most recently accepted forecast. For example, assume Customer submits a forecast in February and said forecast designates [*] and IBM accepts that forecast. Further assume that Customer's next forecast designates only [*]. IBM has the right to reject that forecast and hold Customer to the accepted forecast. Customer shall submit a purchase order (placed in accordance with Section 3) with each updated forecast (if one has not already been submitted), by which Customer orders the quantity of Products forecast for the [*] of the forecast ([*] having already been committed under purchase order(s) pursuant to previous forecast(s)). IBM agrees that it shall provide capacity to Customer such that if ordered, IBM would satisfy Customer's forecasted requirements for the [*] of each forecast, subject to the following paragraph. In consideration for IBM agreeing to grant that capacity, Customer agrees that if it does not order against previously accepted forecasts, as discussed in Section 11 of the Task Order, then Customer shall be subject to cancellation charges as discussed in said section. IBM agrees to consider, but is not obligated to accept, purchase orders seeking upside (meaning, for a quantity of units in excess of [*] of the forecast) and forecasts greater than that of a previously accepted forecast. IBM will accept purchase orders for units forecasted to be delivered in [*] of any accepted forecast, provided the orders are placed in accordance with Section 3 and the quantities requested are within [*] of the most recently accepted forecast for said months. Customer is not obligated to submit said orders until the aforesaid [*] roll into the [*] of a forecast. For example, assume Customer submits a forecast and said forecast designates [*]. Once that month rolls into the [*] of a forecast, IBM will accept a purchase order from Customer as long as Customer actually orders between [*] for delivery during that [*]. By way of a final example, assume that on January 5 Customer forecasts [*] and that IBM accepts the forecast. Further assume that Customer changes the forecast to [*]. IBM may reject the [*] forecast, and thereby hold Customer to the January forecast, or accept the [*] forecast of [*]. If IBM accepts the new forecast, Customer is obligated to submit a purchase order [*] that is between [*]. [*] (or greater, if Customer submits forecasts beyond [*]) of each forecast are non-binding on Customer and IBM, and provided for convenience purposes only. All forecasts shall be in the same format as set forth in the Task Order. Forecasts shall be provided to IBM's Technical Coordinator identified in the applicable Task Order. On a regular basis, as mutually agreed to in writing, the parties will meet to review the historical Product unit volumes, manufacturing cycle times, and foundry Product pricing. * *Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities Exchange Commission.