Twelve Month Rolling Forecast Clause Samples

Twelve Month Rolling Forecast. OMP will provide Triax with a rolling twelve (12)-month forecast (the “Rolling Forecast”) of OMP’s requirement of Products, and thereafter provide monthly updates to the Rolling Forecast during the 1st week of each month. A firm and binding order from OMP is based on each quarterly forecasted volume for non-OMP branded Products and is based on each four (4) months of forecasted volume for OMP branded Products (individually the “firm zone”). Each firm zone may not be changed by OMP or Triax (unless the Parties mutually agree otherwise in writing), including through the delivery of subsequent Rolling Forecasts. The Rolling Forecast sets forth OMP’s anticipated demand for Products on a monthly basis. This forecast may be used to help the manufacturer manage their production lines efficiently and ensure availability of supply to OMP to achieve the appropriate quarter or four (4) month end target. The Rolling Forecast within the firm zone may increase but not decrease on a monthly basis depending on the actual unit sales and adjustments. If the change is significant or not a quantity that Triax can meet, OMP and Triax will use their commercially reasonable best efforts to meet the requested changed requirements. From time to time after the Effective Date, the Parties will consider whether, in light of market demand, manufacturing capacity, inventory levels and other pertinent factors, to revise the schedule for delivery of forecasts and, if appropriate, the Parties shall negotiate in good faith to revise such Rolling Forecast or any Purchase Orders(s). Triax shall secure adequate supply and maintain all Product materials and components and shall accept and fulfill Purchase Orders placed by OMP in conformance with the terms of this Agreement.

Twelve Month Rolling Forecast. Commencing one month after the date of the first Regulatory Approval of Product, and on each December 1st, March 1st, June 1st and September 1st thereafter during the Term, Dynavax will provide to Baxter in writing a “Twelve Month Rolling Forecast” for the following twelve month period (i.e. the Twelve Month Rolling Forecast submitted December 1st will be for the twelve month period beginning January 1st the Twelve Month Rolling Forecast submitted March 1st will be for the twelve month period beginning April 1st, and so on). The total quantity of Batches of the

Twelve Month Rolling Forecast. Commencing one month after the First Amendment Effective Date, and on each December 1st, March 1st, June 1st and September 1st thereafter during the Term, Dynavax will provide to Baxter in writing a “Twelve Month Rolling Forecast” of the quantity of Batches Dynavax anticipates it will order for Production for the following twelve-month period (i.e., the Twelve Month Rolling Forecast submitted December 1st will be for the twelve month period beginning January 1st, the Twelve Month Rolling Forecast submitted March 1st will be for the twelve month period beginning April 1st, and so on). The total quantity of Batches of the first six (6) months (the first and second quarters) of each Twelve Month Rolling Forecast (“Six Month Period”) shall be considered [***]% binding on both: (a) Dynavax; and (b) Baxter, subject to Section 4.1.2.2 below. The total quantity of Batches of the third three months (the third quarter) of the Twelve Month Rolling Forecast shall be considered [***]%binding. Should the quantity forecasted in the third quarter be an odd number of Batches, then the binding forecast shall be [***]% of one less of the number of Batches forecasted. The quantity of Batches forecasted for the remaining three (3) months of the Twelve Month Rolling Forecast shall be for general planning purposes only, and shall not be binding on Dynavax or Baxter. Dynavax understands and agrees that its Twelve Month Rolling Forecast for Product shall include Dynavax’s monthly quantities of Product in only the months of January, February, March, April, May, October, November and December of each calendar year (“Manufacturing Months”). For the avoidance of doubt, Baxter is under no obligation to Produce any Product during the months of June, July, August and September of any calendar year.

Twelve Month Rolling Forecast. No less than thirty (30) days prior to the Wash Plant Completion Date, SSS shall provide to Contractor a written estimate of the total quantity of Product Sand required for the first Operational Year, and SSS shall thereafter update the initial annual forecast with a twelve (12) month rolling forecast delivered to Contractor no less often than the first of each month during the Term (each such written estimate, a “12 Month Rolling Forecast”). The initial 12 Month Rolling Forecast delivered no less than thirty (30) days prior to the Wash Plant Completion Date shall be called the “Initial 12 Month Rolling Forecast.” The Parties recognize that the customary production season for the Wash Plant is an eight (8) month period which usually begins in April and ends in November of each calendar year depending upon weather conditions (as such period may vary from year to year based on weather conditions and Prudent Mining & Wash Plant Operation Practice, the “Production Season”), and Contractor must produce and stockpile the entire quantity of Product Sand requested by SSS for an Operational Year within the Production Season. Accordingly, in the event there are significant changes in the 12 Month Rolling Forecast, Contractor shall use commercially reasonable efforts to accommodate such changes subject to the production capacity of the Wash Plant as specified in Exhibit G, Contractor’s ability to increase production of Mined Sand, and the remaining length of the Production Season (collectively, the “Production Limits”).