Common use of Forecasting Clause in Contracts

Forecasting. (a) Seller shall provide Buyer with forecasts of the delivery of Energy under this Agreement as described below. Such forecasts shall include the updated status of all Project equipment that may impact availability and production of Product, and other information reasonably requested by Xxxxx. Seller shall use Commercially Reasonable Efforts to forecast daily by 5:00 a.m. (EDT) the hourly delivery of Energy under this Agreement accurately and to transmit such information in the format agreed to by the Parties as set forth in the Operating Procedures. Buyer and Seller shall agree upon reasonable changes to the requirements and procedures set forth below from time-to-time, as necessary to accommodate changes to operating and scheduling procedures of Buyer and will document such updated requirements and procedures in the Operating Procedures. (b) No later than: (i) forty-five (45) Days prior to the commencement of the first Contract Year; and (ii) September 1 of each calendar year for every subsequent Contract Year, Seller shall provide to Buyer a non-binding forecast of the hourly delivery of Energy under this Agreement for an average day in each month of the following calendar year in a form reasonably acceptable to Buyer. (c) Ten (10) Business Days before the commencement of the first Contract Year, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly energy deliveries under this Agreement for each day of the following month in a form reasonably acceptable to Buyer. (d) No later than 5:00 a.m. of each day, Seller shall provide Buyer a non-binding forecast of hourly Energy deliveries under this Agreement for the remainder of such day and the following seven (7) days in a form reasonably acceptable to Buyer. Each such Notice shall clearly identify, for each hour, Seller’s forecast of all deliveries of Energy pursuant to this Agreement. In the event that Seller foresees that actual deliveries under this Agreement for any hour will be materially different than a forecast previously provided for such day, Seller shall, as soon as reasonably possible, provide Notice to Buyer of such change and an updated forecast.

Forecasting. (a) Seller During the term of this Agreement and beginning with respect to the forecast due on or before December 1, 2007 covering [***] (it being acknowledged by the parties that until such time, they have been issuing and accepting forecasts in a less formal manner), not less than [***] days prior to the first day of each calendar quarter, ViroPharma shall provide Buyer Alpharma with forecasts a rolling [***] quarter forecast for its purchases of the delivery Product (the “Forecast”). Each Forecast shall represent ViroPharma’s best estimate at such time [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of Energy under this Agreement 1934, as described belowamended. Such forecasts of its Product requirements from Alpharma for such [***] period; provided, however, that the Forecasts (i) are for the convenience of Alpharma only, (ii) shall include the updated status of all Project equipment that may impact availability and production of Productnot constitute firm purchase or shipping orders, and other information reasonably requested (iii) shall not be binding upon, or create any obligation or liability with respect to, ViroPharma. Within [***] days of ViroPharma’s submittal of each Forecast, Alpharma will either confirm its acceptance of the Forecast or submit a revised forecast, indicating delivery dates acceptable to Alpharma. The parties agree that the purpose of this process is to accommodate both ViroPharma’s Product requirements and Alpharma’s manufacturing processes and business planning, and that they will discuss in good faith and reach agreement upon, a revised forecast. The first calendar quarter of such revised forecast, or the first calendar quarter of a Forecast accepted by XxxxxAlpharma without revision, will be referred to herein as the “Accepted Forecast”. Seller shall use Commercially Reasonable Efforts Once a Forecast is accepted for a given calendar quarter, ViroPharma may alter its forecasted Product requirements for any calendar quarter (except the [***] quarter for which a binding Purchase Order is required pursuant to forecast daily by 5:00 a.m. (EDTSection 14) the hourly delivery of Energy under this Agreement accurately in a succeeding Forecast and to transmit Alpharma may accept such information in the format new Forecast or respond with a proposed revised forecast, which will be discussed and agreed to by between the Parties as set forth in parties using the Operating Procedures. Buyer and Seller process described above (which shall agree upon reasonable changes to thereupon become the requirements and procedures set forth below from time-to-time, as necessary to accommodate changes to operating and scheduling procedures of Buyer and will document such updated requirements and procedures in the Operating Proceduresnew “Accepted Forecast”). (b) No later than: (i) forty-five (45) Days prior to the commencement of the first Contract Year; and (ii) September 1 of each calendar year for every subsequent Contract Year, Seller shall provide to Buyer a non-binding forecast of the hourly delivery of Energy under this Agreement for an average day in each month of the following calendar year in a form reasonably acceptable to Buyer. (c) Ten (10) Business Days before the commencement of the first Contract Year, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly energy deliveries under this Agreement for each day of the following month in a form reasonably acceptable to Buyer. (d) No later than 5:00 a.m. of each day, Seller shall provide Buyer a non-binding forecast of hourly Energy deliveries under this Agreement for the remainder of such day and the following seven (7) days in a form reasonably acceptable to Buyer. Each such Notice shall clearly identify, for each hour, Seller’s forecast of all deliveries of Energy pursuant to this Agreement. In the event that Seller foresees the parties are unable to agree on a revised forecast, and Alpharma in good faith indicates that actual deliveries under this Agreement it cannot meet the relevant Forecast proposed by ViroPharma, the parties agree to refer the matter to their respective senior managements. If Alpharma is unable to supply ViroPharma’s requirements for Product for any hour will calendar quarter as set forth in a Forecast, then notwithstanding the requirements of Section 9(a) above, (a) ViroPharma shall be materially different than permitted to purchase from a forecast previously provided for third party an amount of Product equal to [***] as reflected in such dayForecast less the amount of Product that Alpharma indicates [***], Seller shall, as soon as reasonably possible, provide Notice to Buyer and (b) such amount of such change Product shall be counted toward ViroPharma’s purchase requirements under Section 9(a) and an updated forecastSection 14(a) of this Agreement.

Forecasting. (a) Seller During the term of this Agreement, not less than *** days prior to the first day of each calendar quarter, ViroPharma shall provide Buyer Xellia with forecasts a rolling *** quarter forecast for its purchases of the delivery Product (the “Forecast”). Each Forecast shall represent ViroPharma’s best estimate at such time of Energy under this Agreement as described below. Such forecasts its Product requirements from Xellia for such *** month period; provided, however, that the Forecasts (i) are for the convenience of Xellia only, (ii) shall include the updated status of all Project equipment that may impact availability and production of Productnot constitute firm purchase or shipping orders, and other information reasonably requested (iii) shall not be binding upon, or create any obligation or liability with respect to, ViroPharma. Within *** days of ViroPharma’s submittal of each Forecast, Xellia will either confirm its acceptance of the Forecast or submit a revised forecast, indicating delivery dates acceptable to Xellia. The parties agree that the purpose of this process is to accommodate both ViroPharma’s Product requirements and Xellia’s manufacturing processes and business planning, and that they will discuss in good faith and reach agreement upon, a revised forecast. The first calendar quarter of such revised forecast, or the first calendar quarter of a Forecast accepted by XxxxxXellia without revision, will be referred to herein as the “Accepted Forecast”. Seller shall use Commercially Reasonable Efforts Once a Forecast is accepted for a given calendar quarter, ViroPharma may alter its forecasted Product requirements for any calendar quarter (except the *** quarter for which a binding Purchase Order is required pursuant to forecast daily by 5:00 a.m. (EDTSection 14) the hourly delivery of Energy under this Agreement accurately in a succeeding Forecast and to transmit Xellia may accept such information in the format new Forecast or respond with a proposed revised forecast, which will be discussed and agreed to by between the Parties as set forth in parties using the Operating Procedures. Buyer and Seller process described above (which shall agree upon reasonable changes to thereupon become the requirements and procedures set forth below from time-to-time, as necessary to accommodate changes to operating and scheduling procedures of Buyer and will document such updated requirements and procedures in the Operating Proceduresnew “Accepted Forecast”). (b) No later than: (i) forty-five (45) Days prior to the commencement of the first Contract Year; and (ii) September 1 of each calendar year for every subsequent Contract Year, Seller shall provide to Buyer a non-binding forecast of the hourly delivery of Energy under this Agreement for an average day in each month of the following calendar year in a form reasonably acceptable to Buyer. (c) Ten (10) Business Days before the commencement of the first Contract Year, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly energy deliveries under this Agreement for each day of the following month in a form reasonably acceptable to Buyer. (d) No later than 5:00 a.m. of each day, Seller shall provide Buyer a non-binding forecast of hourly Energy deliveries under this Agreement for the remainder of such day and the following seven (7) days in a form reasonably acceptable to Buyer. Each such Notice shall clearly identify, for each hour, Seller’s forecast of all deliveries of Energy pursuant to this Agreement. In the event that Seller foresees the parties are unable to agree on a revised forecast, and Xellia in good faith indicates that actual deliveries under this Agreement it cannot meet the relevant Forecast proposed by ViroPharma, the parties agree to refer the matter to their respective senior managements. If Xellia is unable to supply ViroPharma’s requirements for Product for any hour will calendar quarter as set forth in a Forecast, then notwithstanding the requirements of Section 9(a) above, (a) ViroPharma shall be materially different than permitted to purchase from a forecast previously provided for third party an amount of Product equal to*** as reflected in such dayForecast less the amount of Product that Xellia indicates ***, Seller shall, as soon as reasonably possible, provide Notice to Buyer and (b) such amount of such change Product shall be counted toward ViroPharma’s purchase requirements under Section 9(a) and an updated forecastSection 14(a) of this Agreement.

Forecasting. (a) Seller shall provide Buyer with forecasts of the delivery of Energy For each Product to be manufactured and supplied under this Agreement as described belowa commercial product, Company shall provide a written rolling forecast (the “Rolling Forecast”) and shall specify the portion of that Rolling Forecast that will be binding (the “Binding Forecast”) in accordance with the Product Appendix. Such forecasts The length of the Rolling Forecast (including the length of the Binding Forecast) for a particular Product shall include the updated status of all Project equipment that may impact availability and production of Product, and other information reasonably requested by Xxxxx. Seller shall use Commercially Reasonable Efforts to forecast daily by 5:00 a.m. (EDT) the hourly delivery of Energy under this Agreement accurately and to transmit such information in the format agreed to by the Parties be as set forth in the Operating Proceduresapplicable Product Appendix, together with any adjustments or additional conditions upon such quantity or timing terms as may be agreed upon by the Parties in writing. Buyer However, it is understood that no Binding Forecasts shall be required prior to Regulatory Submission or during a commercially reasonable period following such Regulatory Submission ([*]post submission which was negotiated by the Parties in good faith.) The Binding Forecast shall constitute a mutually binding commitment of the Parties to order, have supplied and Seller shall agree upon reasonable changes to take timely delivery the requirements and procedures set forth below from time-to-timetotal quantity of such Product specified therein. Notwithstanding the foregoing, as necessary to accommodate changes to operating and scheduling procedures of Buyer and will document such updated requirements and procedures in the Operating Procedures. (b) No later than: (i) forty-five (45) Days prior to in no event shall a Binding Forecast require the commencement manufacture and supply of Product in excess of the first Contract Year; [*] set forth in the Product Appendix without the prior written approval of Supplier, and (ii) September 1 of each calendar year for every subsequent Contract Year, Seller Supplier shall provide have no obligation to Buyer a non-binding forecast of manufacture and supply Product in the hourly delivery of Energy under this Agreement for an average day in each month of the following calendar year quantities specified in a form reasonably acceptable to Buyer. Binding Forecast (c) Ten (10) Business Days before the commencement nor shall Supplier be deemed in breach of the first Contract Year, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly energy deliveries under this Agreement for each day of the following month in a form reasonably acceptable to Buyer. (d) No later than 5:00 a.m. of each day, Seller shall provide Buyer a non-binding forecast of hourly Energy deliveries under this Agreement for the remainder of such day and the following seven (7) days in a form reasonably acceptable to Buyer. Each such Notice shall clearly identify, for each hour, Seller’s forecast of all deliveries of Energy pursuant to this Agreement. In the event that Seller foresees that actual deliveries under this Agreement for any hour will be materially different than failures to do so) if Supplier has diligently placed orders for materials as applicable with reasonable lead time in accordance with the Binding Forecast, and for reasons reasonably outside Supplier’s control, Company or any vendor fails to provide in a forecast previously timely manner and/or in sufficient quantities of the [*] or [*] for the Product or other materials required to manufacture and supply the Product pursuant to a Binding Forecast. Supplier shall maintain a mutually agreed upon stock of components of the Products, including any Materials, reasonably adequate to meet the Binding Forecast provided for such day, Seller shall, as soon as reasonably possible, provide Notice to Buyer of such change and an updated forecastby Company.

Forecasting. Beginning on the Effective Date, and thereafter [Redacted], Customer will provide Lonza a rolling [Redacted] forecast of the quantity of Batches it desires Lonza to supply (a “Forecast”), with the first [Redacted] of each such Forecast binding on each Party (such amounts forecasted in the first [Redacted] of the Forecast, the “Binding Portion” of a Forecast). Any Batches which are forecast in the Forecast which are in excess of the Binding Portion shall not be binding but shall be subject to Lonza’s available capacity and only become binding once accepted by Lonza. [Redacted] 6.1.1 Following receipt of a Forecast, Lonza shall notify Customer whether it has capacity available at the Facility at the requested time for the Batches set out in the Forecast and the Parties shall promptly discuss any modifications to the Forecast that may be necessary to enable Lonza to accommodate Customer’s request for such Forecasted Batches, provided however that: (a) Seller shall provide Buyer with forecasts of the delivery of Energy under this Agreement as described below. Such forecasts shall include the updated status of all Project equipment that may impact availability and production of Product, and other information reasonably requested by Xxxxx. Seller shall use Commercially Reasonable Efforts to forecast daily by 5:00 a.m. (EDT) the hourly delivery of Energy under this Agreement accurately and to transmit such information in the format agreed to by the Parties as any Batches set forth in the Operating Procedures. Buyer and Seller shall agree upon reasonable changes Project Plan pursuant to the requirements and procedures BLA Agreement shall be manufactured in accordance with the schedule set forth below from time-to-time, as necessary to accommodate changes to operating and scheduling procedures of Buyer and will document such updated requirements and procedures in the Operating Procedures.Project Plan and BLA Agreement; and (b) No later than: (i) fortyIf Lonza does not have sufficient capacity to supply quantities of Product to Customer’s Forecasts Lonza will be obligated to provide notice thereof to Customer [Redacted] after receiving such Forecast. 6.1.2 Once the Parties have agreed on a Forecast, Lonza shall provide Customer with written confirmation of its acceptance of such agreed-five (45) Days prior to the commencement of the first Contract Year; and (ii) September 1 upon Forecast. The Binding Portion of each calendar year Forecast shall become a binding commitment on both Parties upon acceptance of such Forecast, subject to Lonza’s right to reschedule and Customer’s right to delay or cancel such Batches described in Clauses 6.3 and 6.4. 6.1.3 Customer will order Batches pursuant to written purchase orders. Lonza must accept Customer’s purchase orders for every subsequent Contract Year, Seller shall provide to Buyer a non-binding forecast quantities of Batches that are consistent with the hourly delivery terms of Energy under this Agreement for an average day in each month and that do not exceed the Binding Portion of the following calendar year in a form reasonably acceptable agreed upon Forecasts and will use commercially reasonable efforts to Buyeraccept orders exceeding such quantities. (c) Ten (10) Business Days before the commencement of the first Contract Year, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly energy deliveries under this Agreement for each day of the following month in a form reasonably acceptable to Buyer. (d) No later than 5:00 a.m. of each day, Seller shall provide Buyer a non-binding forecast of hourly Energy deliveries under this Agreement for the remainder of such day and the following seven (7) days in a form reasonably acceptable to Buyer. Each such Notice shall clearly identify, for each hour, Seller’s forecast of all deliveries of Energy pursuant to this Agreement. In the event that Seller foresees that actual deliveries under this Agreement for any hour will be materially different than a forecast previously provided for such day, Seller shall, as soon as reasonably possible, provide Notice to Buyer of such change and an updated forecast.6.1.4 [Redacted]

Forecasting. (a) Seller shall provide Buyer Concurrently with forecasts the execution of the delivery of Energy under this Agreement as described below. Such forecasts shall include the updated status of all Project equipment that may impact availability and production of ProductAgreement, and other information reasonably requested by Xxxxx. Seller shall use Commercially Reasonable Efforts to forecast daily by 5:00 a.m. (EDT) the hourly delivery of Energy under this Agreement accurately and to transmit such information in the format agreed to by the Parties as set forth in the Operating Procedures. Buyer and Seller shall agree upon reasonable changes to the requirements and procedures set forth below from time-to-time, as necessary to accommodate changes to operating and scheduling procedures of Buyer and will document such updated requirements and procedures in the Operating Procedures. (b) No later than: (i) forty-five (45) Days prior to the commencement of the first Contract Year; and (ii) September 1 day of each calendar year for every subsequent Contract Yearquarter thereafter during the term of this Agreement, Seller ViroPharma shall provide to Buyer Alpharma with a non-binding rolling [***] quarter forecast for its purchases of the hourly delivery Product (the “Forecast”). Each Forecast shall represent ViroPharma’s best estimate at such time of Energy under this Agreement its Product requirements from Alpharma for an average day in such [***] period; provided, however, that the Forecasts (i) are for the convenience of Alpharma only, (ii) shall not constitute firm purchase or shipping orders, and (iii) shall not be binding upon, or create any obligation or liability with respect to, ViroPharma. Within [***] days of ViroPharma’s submittal of each month Forecast, Alpharma will either confirm its acceptance of the following Forecast or submit a revised forecast, indicating delivery dates acceptable to Alpharma. The parties agree that the purpose of this process is to accommodate both ViroPharma’s Product requirements and Alpharma’s manufacturing processes and business planning, and that they will discuss in good faith and reach agreement upon, a revised forecast. Such revised forecast, or a Forecast accepted by Alpharma without revision, will be referred to herein as the “Accepted Forecast”. Once a Forecast is accepted for a given calendar year quarter, ViroPharma may alter its forecasted Product requirements for any calendar quarter (except the [***] quarter for which a binding Purchase Order is required pursuant to Section 14) in a form reasonably acceptable succeeding Forecast and Alpharma may accept such new Forecast or respond with a proposed revised forecast, which will be discussed and agreed to Buyer. between the parties using the process described above (c) Ten (10) Business Days before which shall thereupon become the commencement of the first Contract Year, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly energy deliveries under this Agreement for each day of the following month in a form reasonably acceptable to Buyer. (d) No later than 5:00 a.m. of each day, Seller shall provide Buyer a non-binding forecast of hourly Energy deliveries under this Agreement for the remainder of such day and the following seven (7) days in a form reasonably acceptable to Buyer. Each such Notice shall clearly identify, for each hour, Seller’s forecast of all deliveries of Energy pursuant to this Agreementnew “Accepted Forecast”). In the event that Seller foresees the parties are unable to agree on a revised forecast, and Alpharma in good faith indicates that actual deliveries it cannot meet the relevant Forecast proposed by ViroPharma, the parties agree to refer the matter to their respective senior managements. If Alpharma is unable to supply ViroPharma’s requirements for Product for any calendar quarter as set forth in a Forecast, then notwithstanding the requirements of Section 9(a) above, (a) ViroPharma shall be permitted to purchase from a third party an amount of Product equal to [***] as reflected in such Forecast less the amount of Product that Alpharma indicates [***], and (b) such amount of Product shall be counted toward ViroPharma’s purchase requirements under this Agreement Section 9(a). [***] Indicates material that has been omitted and for any hour will be materially different than a forecast previously provided for which confidential treatment has been requested. All such day, Seller shallomitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as soon as reasonably possible, provide Notice to Buyer of such change and an updated forecastamended.

Forecasting. No later than the fifth (a5th) Seller shall Business Day of each Calendar Month during the Term, Distributor will provide Buyer with forecasts to SWAI a good faith forecast of estimated unit sales of the delivery Product to Customers for such Calendar Month and the twelve month period beginning with the start of Energy under this Agreement as described belowsuch Calendar Month, with such forecast being broken out into separate forecasts for each Calendar Month within such twelve month forecast (each, a “Forecast”). Such forecasts Each Forecast shall include identify the updated status anticipated unit sales of all Project equipment that may impact availability and production the Product to Customers during the twelve (12) month period covered by such Forecast, broken out by Calendar Month. Each Forecast shall be binding upon Distributor for the first three Calendar Months set forth in such Forecast (herein, a “Firm Commitment”). The JOC will meet during the fourth Calendar Quarter of Producteach Calendar Year during the Term to discuss the Forecast for the next Calendar Year; provided, and other information reasonably requested by Xxxxxfor clarity, the Forecast shall not be subject to the prior review or approval of the JOC. Seller The Firm Commitment set forth in any Forecast shall use Commercially Reasonable Efforts to forecast daily by 5:00 a.m. (EDT) not exceed [***] of the hourly delivery of Energy under this Agreement accurately and to transmit such information in the format agreed to by the Parties as Firm Commitment set forth in the Operating Procedures. Buyer and Seller shall agree upon reasonable changes to the requirements and procedures set forth below from time-to-time, as necessary to accommodate changes to operating and scheduling procedures of Buyer and will document such updated requirements and procedures Forecast delivered in the Operating Procedures. (b) No later than: (i) forty-five (45) Days previous Calendar Month without the prior written consent of SWAI. SWAI will be obligated to fill orders in any Calendar Month that are within the commencement Firm Commitment for such Calendar Month except that if the Firm Commitment for any three Calendar Month period exceeds 120% of actual Net Sales of Product by Distributor during the first Contract Year; three month period immediately preceding the three month period of such Firm Commitment, SWAI’s obligation to fill the excess portion of such Firm Commitment is conditioned upon and (ii) September 1 subject to SWAI’s acceptance of each calendar year for every subsequent Contract Year, Seller shall provide such Firm Commitment and written acknowledgement of such acceptance given to Buyer a non-binding forecast of the hourly delivery of Energy under this Agreement for an average day in each month of the following calendar year in a form reasonably acceptable to Buyer. (c) Ten (10) Business Days before the commencement of the first Contract Year, and thereafter Distributor within ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly energy deliveries under this Agreement for each day date of delivery of the following month in a form reasonably acceptable Firm Commitment to BuyerSWAI. SWAI’s acknowledgement and acceptance will not be unreasonably withheld provided that lack of donor supply shall be deemed among the reasonable bases for withholding such consent. (d) No later than 5:00 a.m. of each day, Seller shall provide Buyer a non-binding forecast of hourly Energy deliveries under this Agreement for the remainder of such day and the following seven (7) days in a form reasonably acceptable to Buyer. Each such Notice shall clearly identify, for each hour, Seller’s forecast of all deliveries of Energy pursuant to this Agreement. In the event that Seller foresees that actual deliveries under this Agreement for any hour will be materially different than a forecast previously provided for such day, Seller shall, as soon as reasonably possible, provide Notice to Buyer of such change and an updated forecast.

Forecasting. Beginning on the Effective Date, and thereafter [Redacted], Customer will provide Lonza a rolling [Redacted] forecast of the quantity of Batches it desires Lonza to supply (a “Forecast”), with the first [Redacted] of each such Forecast binding on each Party (such amounts forecasted in the first [Redacted] of the Forecast, the “Binding Portion” of a Forecast). Any Batches which are forecast in the Forecast which are in excess of the Binding Portion shall not be binding but shall be subject to Lonza’s available capacity and only become binding once accepted by Lonza. [Redacted]. 6.1.1 Following receipt of a Forecast, Lonza shall notify Customer whether it has capacity available at the Facility at the requested time for the Batches set out in the Forecast and the Parties shall promptly discuss any modifications to the Forecast that may be necessary to enable Lonza to accommodate Customer’s request for such Forecasted Batches, provided however that: (a) Seller shall provide Buyer with forecasts of the delivery of Energy under this Agreement as described below. Such forecasts shall include the updated status of all Project equipment that may impact availability and production of Product, and other information reasonably requested by Xxxxx. Seller shall use Commercially Reasonable Efforts to forecast daily by 5:00 a.m. (EDT) the hourly delivery of Energy under this Agreement accurately and to transmit such information in the format agreed to by the Parties as any Batches set forth in the Operating Procedures. Buyer and Seller shall agree upon reasonable changes Project Plan pursuant to the requirements and procedures 2K Development Agreement or otherwise set forth below from time-to-time, as necessary to accommodate changes to operating and scheduling procedures of Buyer and will document such updated requirements and procedures in a Separate Agreement shall be manufactured in accordance with the schedule set forth in the Operating Procedures.applicable Separate Agreement; and (b) No later than: (i) fortyIf Lonza does not have sufficient capacity to supply quantities of Product to Customer’s Forecasts Lonza will be obligated to provide notice thereof to Customer [Redacted] after receiving such Forecast. 6.1.2 Once the Parties have agreed on a Forecast, Lonza shall provide Customer with written confirmation of its acceptance of such agreed-five (45) Days prior to the commencement of the first Contract Year; and (ii) September 1 upon Forecast. The Binding Portion of each calendar year Forecast shall become a binding commitment on both Parties upon acceptance of such Forecast, subject to Lonza’s right to reschedule and Customer’s right to delay or cancel such Batches described in Clauses 6.3 and 6.4. 6.1.3 Customer will order Batches pursuant to written purchase orders. Lonza must accept Customer’s purchase orders for every subsequent Contract Year, Seller shall provide to Buyer a non-binding forecast quantities of Batches that are consistent with the hourly delivery terms of Energy under this Agreement for an average day in each month and that do not exceed the Binding Portion of the following calendar year in a form reasonably acceptable agreed upon Forecasts and will use commercially reasonable efforts to Buyeraccept orders exceeding such quantities. (c) Ten (10) Business Days before the commencement of the first Contract Year, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly energy deliveries under this Agreement for each day of the following month in a form reasonably acceptable to Buyer6.1.4 [Redacted]. (d) No later than 5:00 a.m. of each day, Seller shall provide Buyer a non-binding forecast of hourly Energy deliveries under this Agreement for the remainder of such day and the following seven (7) days in a form reasonably acceptable to Buyer. Each such Notice shall clearly identify, for each hour, Seller’s forecast of all deliveries of Energy pursuant to this Agreement. In the event that Seller foresees that actual deliveries under this Agreement for any hour will be materially different than a forecast previously provided for such day, Seller shall, as soon as reasonably possible, provide Notice to Buyer of such change and an updated forecast.

Forecasting. (a) Seller The Parties shall provide Buyer with forecasts of the delivery of Energy under this Agreement as described below. Such forecasts shall include the updated status of all Project equipment that may impact availability and production of Product, and other information reasonably requested by Xxxxx. Seller shall use Commercially Reasonable Efforts to forecast daily by 5:00 a.m. (EDT) the hourly delivery of Energy under this Agreement accurately and to transmit such information in the format agreed to abide by the Parties as set forth in the Operating Procedures. Buyer forecasting requirements and Seller procedures described below and shall agree upon reasonable changes to the these requirements and procedures set forth below from time-to-time, as necessary to accommodate comply with the CAISO Tariff and address changes to in the operating and scheduling procedures of both Buyer and will document such the CAISO, including but not limited to, automated forecast and outage submissions. Seller’s Available Capacity forecasts shall include availability and updated requirements and procedures in status of key equipment for the Operating ProceduresFacility. (ba) Annual Forecast of Delivered Energy. No later than: (i) less than forty-five (45) Days prior to days before (i) the commencement first day of the first Contract Year; Delivery Term and (ii) September 1 the beginning of each calendar year for every subsequent Contract YearYear during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly delivery of Energy under this Agreement each month’s average-day expected Delivered Energy, by hour, for an average day in each month of the following calendar year in a form similar to Exhibit F, or as otherwise reasonably acceptable to Buyer. (cb) Ten Monthly Forecast of Available Capacity and Delivered Energy. No less than thirty (1030) Business Days days before the commencement beginning of the first Contract YearCommercial Operation, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer and Buyer’s designee (if applicable) a non-binding forecast of the hourly energy deliveries under this Agreement Available Capacity and Delivered Energy for each day of the following month in a form reasonably acceptable to Buyer. (dc) No later than 5:00 a.m. Daily Forecast of each dayAvailable Capacity. By 5:30 AM Pacific Prevailing Time on the Business Day immediately preceding the date of delivery, Seller shall provide Buyer with a non-binding forecast of hourly Energy deliveries under this Agreement the Facility’s Available Capacity (or if PIRP is not available for any reason, the expected Delivered Energy) for each hour of the immediately succeeding day (“Day-Ahead Forecast”). A Day-Ahead Forecast provided in a day prior to any non-Business Day(s) shall include Schedules for the remainder of such day immediate day, each succeeding non-Business Day and the following seven (7) days in a form reasonably acceptable to Buyernext Business Day. Each such Notice Day-Ahead Forecast shall clearly identify, for each hour, Seller’s forecast best estimate of all deliveries of Energy pursuant to the Facility’s Available Capacity (or if PIRP is not available for any reason, the expected Delivered Energy). Seller may not change such Schedule past the deadlines provided in this Agreement. In section except in the event that of a Forced Outage or Schedule change imposed by Buyer or the CAISO, in which case Seller foresees that shall promptly provide Buyer with a copy of any and all updates to such Schedule indicating changes from the then-current Schedule. These notices and changes to the Schedules shall be sent to Buyer’s on-duty Scheduling Coordinator. If Seller fails to provide Buyer with a Day-Ahead Forecast as required herein, then for such unscheduled delivery period only Buyer shall rely on the delivery Schedule provided in the Monthly Delivery Forecast or Buyer’s best estimate based on information reasonably available to Buyer and Seller shall be liable for Scheduling and delivery based on such Monthly Delivery Forecast or Buyer’s best estimate. (d) Hourly and Sub-Hourly Forecasts of Available Capacity. Notwithstanding anything to the contrary herein, in the event Seller makes a change to its Schedule on the actual deliveries under this Agreement date of delivery for any hour will be materially different reason including Forced Outages (other than a forecast previously provided for such dayscheduling change imposed by Buyer or CAISO) which results in a change to its deliveries (whether in part or in whole), Seller shallshall notify Buyer immediately by calling Buyer’s on-duty Scheduling Coordinator. Seller shall notify Buyer and the CAISO of Forced Outages and Seller shall keep Buyer informed of any developments that will affect either the duration of the outage or the availability of the Facility during or after the end of the outage. (e) CAISO Tariff Requirements. Seller will comply with all applicable obligations for Variable Energy Resources under the CAISO Tariff and the Eligible Intermittent Resource Protocol, as soon as reasonably possibleincluding providing appropriate operational data and meteorological data, provide Notice to Buyer of such change and an updated forecastwill fully cooperate with Buyer, Buyer’s SC, and CAISO, in providing all data, information, and authorizations required thereunder.