Common use of Forecasts and Orders Clause in Contracts

Forecasts and Orders. 3.1 Pxxxxxx shall provide Piramal with a *** showing their requirements for Product for *** (“Forecast Schedule”). The Forecast Schedule shall be ***. The first such Forecast Schedule shall be *** and thereafter ***. The Products shall be supplied by Piramal *** from Pxxxxxx and ***. 3.2 Pxxxxxx shall submit *** purchase orders at the ***which shall consist of ***. Upon the date of this Agreement, Pxxxxxx shall *** and thereafter on th***. For the avoidance of doubt, such schedule of purchase order submissions is to provide Piramal with ***. 3.3 All purchase orders shall specify the quantity of the Product ordered, the destination to which the Product is to be delivered and the date and manner of delivery (including the carrier to be used). All purchase orders would be *** payment terms ***. 3.4 Purchase orders will be made on such form of documentation as Piramal and Pxxxxxx agree from time to time, provided that the terms and conditions of this Agreement will be controlling over any terms and conditions included in any purchase order form used in ordering the Product. 3.5 Any term or condition of such purchase order form that is in addition to, different from or contrary to the terms and conditions of this Agreement will be void, unless the Parties otherwise agree by a separate written agreement. Notwithstanding anything abovementioned. 3.6 Each purchase order will be accepted by Piramal ***, and will constitute a separate binding contract between the Parties for the delivery by Piramal, and the purchase by Pxxxxxx, of the Product quantity specified in the purchase order, on the terms and conditions set out in this Agreement. However, in the event that a purchase order is for a quantity of Product ***, the parties may negotiate in good faith ***for the purchase order in the event ***. Such negotiation must be concluded ***from the ***of the purchase order by Pxxxxxx.

Forecasts and Orders. 3.1 Pxxxxxx shall provide Piramal with a *** showing their requirements for Product for *** (“Forecast Schedule”). The Forecast Schedule shall be a) Within [***. The ] following the first such Forecast Schedule shall be *** commercial release of an Array as a Collaboration Product, and thereafter within [***. The Products shall be supplied by Piramal *** ] from Pxxxxxx and ***. 3.2 Pxxxxxx shall submit *** purchase orders at the ***which shall consist beginning of ***. Upon each calendar quarter thereafter during the date term of this Agreement, Pxxxxxx AB shall *** and thereafter on thfurnish to BT a [***. For ] (except as set forth in Section 4.01) rolling forecast of Arrays covering the avoidance of doubt, such schedule of purchase order submissions is to provide Piramal with next [***. 3.3 All purchase orders shall specify the quantity of the Product ordered], the destination to which the Product is to be delivered and the date and manner of delivery (including the carrier to be used). All purchase orders would be *** payment terms broken down into [***. 3.4 Purchase ] increments (and by type of Array if more than one involved). If orders will be made on are placed with BT that exceed such form of documentation as Piramal and Pxxxxxx agree from time to timerolling forecast, provided that the terms and conditions of this Agreement will be controlling over any terms and conditions included in any purchase order form used in ordering the Product. 3.5 Any term or condition of such purchase order form that is in addition to, different from or contrary to the terms and conditions of this Agreement will be void, unless the Parties otherwise agree by a separate written agreement. Notwithstanding anything abovementioned. 3.6 Each purchase order will be accepted by Piramal BT shall [***] but (unless BT nonetheless accepts such order) BT [***]. Orders [***] of the current quarter forecast shall not trigger the failure to supply provision in Section 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for orders in [***] of the forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order (“Order”) therefor, which (a) will specify the type and quantity of such Arrays ordered, place(s) of delivery, and will constitute a separate binding contract between the Parties for the delivery by Piramaldate(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the purchase by Pxxxxxx, parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with the requirements of this Agreement. (b) Within [***] following the first anniversary of the Product Effective Date, or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the [***], broken down into [***] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which (a) will specify the type and quantity specified of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the purchase order, on the terms and conditions set out in requirements of this Agreement. However, Table of Contents (c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted and ordered in the event a manner similar to that a purchase order is provided for a quantity of Product ***, the parties may negotiate in good faith ***for the purchase order in the event ***. Such negotiation must be concluded ***from the ***of the purchase order by Pxxxxxx(a) and (b) above.

Forecasts and Orders. 3.1 Pxxxxxx (a) Starting on the Effective Date and prior to the 15th day of each new calendar quarter during the Initial Term, FHLR or its Affiliates shall provide Piramal furnish to 454 a rolling Forecast in quarterly increments indicating, by calendar quarter, the quantities of the Licensed Products that FHLR and its Affiliates intend to order during each calendar quarter of the twelve (12) month period starting with the first day of the succeeding calendar quarter. The amounts set forth for the first calendar quarter included in such Forecast shall constitute a binding commitment upon FHLR and its Affiliates to purchase the Licensed Product quantities in the Forecast for such period, pursuant to purchase orders which shall be submitted by FHLR or its Affiliates to 454 in accordance with Section 3.5(c). The binding Forecast for any such calendar quarter shall be no less than [******************] and no more than [********************************] of the previous non-binding Forecast for such calendar quarter. During the first Contract Year the binding Forecast for any such calendar quarter shall be no less than [**************] and no more than [******************* showing their requirements for Product for *** (“Forecast Schedule”). The Forecast Schedule shall be ***. The first such Forecast Schedule shall be *** and thereafter *********] of the previous non-binding forecast for such calendar quarter. The remaining nine (9) months of each such Forecast shall merely represent reasonable estimates for planning purposes only and will be good faith Forecasts but, however, shall not obligate FHLR or its Affiliates to purchase the Licensed Product quantities set forth therein. (b) The estimated initial rolling Forecast for Licensed Products added to Exhibit 2 according to Section 2.7 after the Effective Date shall be agreed upon in writing at DO milestone until the above described rolling forecasting process begins and shall be non-binding. Thereafter, Forecasts for such added Licensed Products shall be supplied by Piramal *** from Pxxxxxx and ***included in each Forecast to be provided pursuant to Section 3.5(a). 3.2 Pxxxxxx (c) FHLR or its Affiliates shall submit *** purchase orders at the ***which shall consist of ***. Upon the date of this Agreement, Pxxxxxx shall *** and thereafter on th***. For the avoidance of doubt, such schedule of place each purchase order submissions is to provide Piramal with ***. 3.3 All purchase orders shall specify 454 for the quantity of the Product ordered, the destination to which the Product is Licensed Products to be delivered and the date and manner of delivery (including the carrier to be used)hereunder in writing. All purchase orders would be *** payment terms ***. 3.4 Purchase orders will be made on such form of documentation as Piramal and Pxxxxxx agree from time to time, provided that the terms and conditions of this Agreement will be controlling over any terms and conditions included in any purchase order form used in ordering the Product. 3.5 Any term or condition of Each such purchase order form that is in addition to, different from or contrary to the terms and conditions of this Agreement will be void, unless the Parties otherwise agree by a separate written agreement. Notwithstanding anything abovementioned. 3.6 Each purchase order will be accepted by Piramal ***, and will shall constitute a separate binding contract between the Parties for the delivery obligation upon FHLR and its Affiliates and shall be confirmed by Piramal, and the purchase by Pxxxxxx, 454 within two (2) weeks from receipt of the Product quantity specified in the purchase order, such confirmation to include information on the terms expected delivery date. Notwithstanding the foregoing, 454 shall not be obligated to confirm purchase orders that exceed the binding forecast for the relevant calendar quarter or that are received after the expiration or termination of the Initial Term. 454 shall use best efforts to deliver within four (4) weeks from the receipt of each purchase order such quantity of Licensed Products as is set forth in the binding Forecast for the quarter. For Excess Quantity orders, 454 shall use its commercially reasonable efforts to meet the four (4) weeks delivery date for such purchase orders and conditions shall reasonably adapt its production capacity accordingly. 454 may use the Safety Stock of the Licensed Products to be maintained pursuant to Section 3.7 to meet Excess Quantity orders. (d) During the Initial Term, FHLR or its Affiliates may order spare parts from 454 from time to time with prices as specified in Exhibit 7 and as further set out below. Exhibit 7 shall be amended annually by the Joint Steering Committee as proposed by the Operations Steering Committee based on the criteria set forth below. 454 shall deliver such spare parts to FHLR or its Affiliates as soon as reasonably available, but in this Agreementany event within thirty (30) days of the relevant purchase order. HoweverAny such spare parts which are to be used by FHLR or its Affiliates for technical service during the warranty period shall be provided free of charge to FHLR or its Affiliates. For any such spare parts which are to be used in connection with technical service which is to occur after the warranty period, in spare part prices shall be based on the event that a purchase order is for a quantity of Product Instrument Transfer Price using [***, the parties may negotiate in good faith ***for the purchase order in the event ***. Such negotiation must be concluded ***from the ***************************** ************************************], as initially provided for Rev. 1.0 in Exhibit 7. FHLR shall provide 454 with any information reasonably requested by 454 to confirm any amounts due to 454 hereunder based on the use of spare parts and such information shall be subject to audit as provided in Article 4. (e) FHLR’s or its Affiliates’ purchase orders may not modify any terms of this Agreement or add any terms not set forth herein. Any such additional terms or modifications shall have no effect. In the event there is any confusion as to the obligations of the Parties regarding a particular Licensed Product purchase order order, the Parties agree that the resolution of such issue shall be controlled solely by Pxxxxxxthe terms of this Agreement.

Forecasts and Orders. 3.1 Pxxxxxx shall provide Piramal with a *** showing their requirements for Product for *** (“Forecast Schedule”). The Forecast Schedule shall be a) Within [***. The ] following the first such Forecast Schedule shall be *** commercial release of an Array as a Collaboration Product, and thereafter within [***. The Products shall be supplied by Piramal *** ] from Pxxxxxx and ***. 3.2 Pxxxxxx shall submit *** purchase orders at the ***which shall consist beginning of ***. Upon each calendar quarter thereafter during the date term of this Agreement, Pxxxxxx AB shall *** and thereafter on thfurnish to BT a [***. For ] (except as set forth in Section 4.01) rolling forecast of Arrays covering the avoidance of doubt, such schedule of purchase order submissions is to provide Piramal with next [***. 3.3 All purchase orders shall specify the quantity of the Product ordered], the destination to which the Product is to be delivered and the date and manner of delivery (including the carrier to be used). All purchase orders would be *** payment terms broken down into [***. 3.4 Purchase ] increments (and by type of Array if more than one involved). If orders will be made on are placed with BT that exceed such form of documentation as Piramal and Pxxxxxx agree from time to timerolling forecast, provided that the terms and conditions of this Agreement will be controlling over any terms and conditions included in any purchase order form used in ordering the Product. 3.5 Any term or condition of such purchase order form that is in addition to, different from or contrary to the terms and conditions of this Agreement will be void, unless the Parties otherwise agree by a separate written agreement. Notwithstanding anything abovementioned. 3.6 Each purchase order will be accepted by Piramal BT shall [***, and will constitute a separate binding contract between the Parties for the delivery by Piramal, and the purchase by Pxxxxxx, ] but (unless BT nonetheless accepts such order) BT [***]. Orders [***] of the Product quantity specified current quarter forecast shall not trigger the failure to supply provision in the purchase order, on the terms and conditions set out in this AgreementSection 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for orders in [***] of the event that forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order is for a (“Order”) therefor, which (a) will specify the type and quantity of Product such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with the requirements of this Agreement. (b) Within [***] following the first anniversary of the Effective Date, or the parties may negotiate in good faith first purchase of an Instrument and within the [***for ] of each calendar quarter thereafter during the purchase order term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the event “BT Manufactured Instruments”) covering the [***. Such negotiation must be concluded ], broken down into [***from the ] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the purchase [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by Pxxxxxxissuing an Order therefor, which (a) will specify the type and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreement. (c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted and ordered in a manner similar to that provided for in (a) and (b) above.