Common use of Forecasts Clause in Contracts

Forecasts. Cabot shall provide CMC with forecasts (the "Forecasts") of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunder.

Forecasts. Cabot shall provide CMC with forecasts (the "Forecasts") of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than Within thirty (30) days prior to after the Effective Time, Aptevo will provide Emergent with a written, non-binding forecast of Batch purchases by Product by month for the following twenty-four (24) months; provided that the number of Vials of each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity Product forecasted for each month will be specified in integer multiples of the calendar quarter commencing Minimum Batch Size as set forth on such January 1Schedule B (a “Forecast”), April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the first six (6) month period commencing months of which shall be binding on such July 1 Aptevo and January 1 cannot be changed in subsequent Forecasts (the "a “Binding Six Month Forecast"); ”) and months seven (c7) not through nine (9) of which may be increased or decreased by Aptevo by no more than sixty twenty-five percent (6025%) but not less than thirty of the number of Vials of Product (30on a Product-by-Product basis) days prior to on each July 1for the same month in the immediately preceding submitted Forecast (each, a one (1) year Forecast indicating “Semi-Binding Forecast”). By the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around end of each July 1month thereafter, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall Aptevo will provide CMC with a revised eighteen (18) Month new Forecast for the remainder twenty-four (24) months commencing with the very next calendar month (a rolling forecast), the first six (6) months of which shall be a Binding Six Month Forecast and months seven (7) through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a month, the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised of the eighteen second through seventh months of the prior Forecast and the Semi-Binding Forecast shall be comprised of the eighth through tenth months of the prior Forecast. The Forecast must include sufficient detail to identify planned purchases per month for twenty four (1824) month period covered months. Upon receipt of each Forecast, Emergent will provide an indication of Emergent’s ability to meet such Forecast (a “Feasibility Opinion”) and a proposed schedule of Manufacturing dates for the following six (6) months to be updated on a monthly basis. With respect to Emergent, all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the last 18 Forecast and the Binding Six Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month and the Semi-Binding Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunder.

Forecasts. Cabot shall On or prior to the tenth (10th) Business Day of each Calendar Quarter during the Term, Licensee will provide CMC the Licensor with forecasts a non-binding written forecast of estimated quantities of Product that the Licensee anticipates ordering from the Licensor during the next twenty-four (24) month period commencing upon the following Calendar Quarter (the "Forecasts") of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted QuantitiesForecast"). The Forecasts shall identify In order to assist in the Forecasted Quantities planning of production runs for the Products and the geographic locations for manufacture (i.e.Products, the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall Licensee will provide the following Forecasts an initial Forecast to CMC: (a) not more than sixty (60) but not less than Licensor within thirty (30) days prior to each January 1, April 1, July 1 and October 1 during following the Term, a Forecast indicating the Forecasted Quantity for each month execution of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 this Agreement (the "Quarterly Initial Forecast"); , which Initial Forecast shall only be effective upon mutual agreement of the Parties (bprovided that, neither Party may withhold agreement to an Initial Forecast that provides for an order quantity that falls within the range of 150,000 Units to 250,000 Units of Product for the first twelve (12) months of such forecast). The Initial Forecast will be updated on or prior to the tenth (10th) Business Day of each following Calendar Quarter and such updated Forecast in accordance with this Section 5.1 will be promptly delivered to the Licensor by the Licensee. The quantity of Product set forth in the first twelve (12) months of a Forecast for a particular Calendar Year shall not decrease by [***] ([***]%) percent, or increase by more than sixty [***]percent (60) but not less than thirty (30) days prior [***]%), from the original Forecast in which such Calendar Year was first included, unless agreed to on each July 1 and January 1 during in writing by the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 Parties (the "Annual ForecastVariation Limit"); and . The first three (d3) on or around months of each July 1, an eighteen (18) month such Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month ForecastFirm Order Period"); provided) shall be binding on Licensee. The remaining twenty-one (21) months of each such Forecast shall be non-binding estimates for planning purposes. The Licensee will forecast the volume of Products comprising full batch and in multiples of batch quantities, howeveras such quantities are set forth on Schedule 8.1. Each Forecast will be made by the Licensee in good faith, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast taking into account reasonable projections of demand for the remainder of Products including, without limitation, demand in line with prescription trends, and allowing for reasonable safety stock. The Licensor shall use its Commercially Reasonable Efforts to ensure sufficient manufacturing capacity to meet the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunder.

Forecasts. Cabot shall Promptly after the Effective Date, or upon release of an Assay for a Cartridge, as applicable, Zomedica agrees to provide CMC with forecasts to Qorvo a good faith rolling 24-month forecast of Zomedica’s required quantities of the Products (by Assay type) (the "Forecasts") “Forecast”). After delivery of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo no later than the first day of each calendar quarter. The quantities of each type of Product forecasted to be ordered in the first [*] months of each Forecast will be binding on the Parties. The quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of Products that Cabot expects any type of Product forecasted to purchase be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from CMC (the "Forecasted Quantities")previously forecasted amount for such Product in any subsequent update of the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The Forecasts shall identify remaining months [*] of any Forecast will be non-binding on the Forecasted Quantities Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: event that (a) not more than sixty this Agreement is terminated by Zomedica under Section 13.2 (60Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) but not less than thirty or Section 13.5 (30Additional Zomedica Termination Rights) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); or (b) Qorvo elects not more than sixty to renew this Agreement according to Section 13.1 (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term), a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); or (c) not more than sixty Qorvo proposes a material change to a Product pursuant to Section 7.6 (60Product Changes) but not less than thirty (30) days prior to on each July 1and Zomedica disagrees with such change in writing, a one (1) year Forecast indicating the Forecasted Quantity Zomedica will be responsible for the calendar year commencing cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the following July 1 basis that such Forecast does not conform with this Section 7.2 (the "Annual Forecast"Forecasts); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, then Qorvo will be deemed to have been delivered hereunderaccepted such Forecast.

Forecasts. Cabot No later than the first business day of each calendar quarter, Integra shall provide CMC SeaSpine with forecasts (the "Forecasts") of the quantities of Products that Cabot expects a written rolling forecast as to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities Integra’s requirements of the Products for the next four (4) calendar quarter period. Each calendar quarter forecast will consist of the following: a. The first two (2) calendar quarters of each forecast shall be binding on Integra (“Binding Forecast”) and accompanied by an Order for such forecasted amount of the Products. The Order shall be in writing and shall specify the delivery date (which must be at least ninety (90) days after the receipt by SeaSpine of the Order), quantity of each Product ordered and the geographic locations for manufacture (i.e., Prices and total cost of the Aurora Plant, Davies or Order. b. Each forecast shall update the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMCprior forecast by: (a) not more than sixty (60) but not less than thirty (30) days prior i. dropping the previous calendar quarter 1 from the forecast; ii. moving calendar quarter 2 from the previous forecast to each January 1, April 1, July be calendar quarter 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast")updated forecast; (b) not more than sixty (60) but not less than thirty (30) days prior iii. updating, as appropriate and subject to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); clause (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1below, a one (1) year Forecast indicating calendar quarters 3 and 4 of the Forecasted Quantity for previous forecast, which as updated will be calendar quarters 2 and 3 of the calendar year commencing on the following July 1 (the "Annual Forecast")updated forecast; and iv. adding a new calendar quarter 4 to the updated forecast, subject to clause (dc) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity below. The initial forecast for the eighteen month Products is set forth on Exhibit C attached hereto. c. Integra may not increase or decrease the amounts forecasted in the Binding Forecast, but may, subject to SeaSpine’s written acceptance, issue additional Orders during such two (2) calendar quarter period commencing as provided in Section 5.6. In addition, Integra may not increase the number of units of the Products forecasted for any calendar quarter (e.g., 2Q 2016) by more than thirty percent (30%), in aggregate from the number of units first forecast for such calendar quarter (i.e. when such calendar quarter period was calendar quarter 4 of the forecast), and Integra may not reduce such number of units first forecasted for such calendar quarter by more than ten percent (10%) in aggregate from the number of units first forecast for such calendar quarter, without the prior written consent of SeaSpine. Integra shall not order for any calendar quarter more than the number of units of Product set forth on the July 1 Exhibit D attached hereto (the "18 Month Forecast"“Maximum Quarterly Order”); . d. Integra will use commercially reasonable efforts to ensure that the forecast for calendar quarters 3 and 4 is accurate, but the forecast for such calendar quarters will not constitute an Order. e. In the event that Integra fails to provide a Binding Forecast for a particular calendar quarter, unless SeaSpine otherwise notifies Integra in writing, the last available forecasted amount for such calendar quarter shall become a firm Order, provided, however, that Cabot nothing contained in this Section 5.2(e) shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderaffect any of SeaSpine’s rights or limit any of SeaSpine’s remedies as a result of such failure.

Forecasts. Cabot shall Beginning on the Effective Date and continuing thereafter on a monthly basis, LSI will provide CMC SCI with forecasts a [*] rolling forecast by Wafer starts of LSI’s Requirements by process technology for such period (the "Forecasts") of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities"“Forecast”). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC:. (a) not more than sixty (60) but not less than thirty (30) days prior The Forecast will be provided by Wednesday in the fourth week of every LSI fiscal month. Subject to each January 1, April 1, July 1 and October 1 during LSI’s rights to make certain adjustments the Term, a Forecast indicating the Forecasted Quantity for each month [*] of the calendar quarter commencing on Forecast will be fixed (“Binding Forecast”). During (i) the [*] of the Forecast LSI shall have the right to adjust the Binding Forecast amounts upwards or downwards by up to [*] of the total number of Wafer starts stated in the Binding Forecast for such January 1, April 1, July 1 [*]; (ii) the [*] of the Binding Forecast LSI shall have the right to adjust the Binding Forecast amounts upwards or downwards by up to [*] of the total number of Wafer starts stated in the Binding Forecast for such [*]; and October 1 (iii) the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior [*] of the Binding Forecast LSI shall have the right to on each July 1 and January 1 during adjust the Term, a semi-annual Binding Forecast indicating amounts upwards or downwards by up to [*] of the Forecasted Quantity total number of Wafer starts stated in the Binding Forecast for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast")[*]; provided, however, LSI may not make any increases in the Forecast amounts that Cabot shall provide CMC with a revised eighteen would exceed the micro-capacity constraints identified in Attachment E or the availability of resources and raw materials necessary to manufacture the Products and perform the Services. (18b) Month Forecast for the remainder The [*] of the eighteen (18) month period covered by Forecast will not be binding on LSI, will be subject to adjustment at LSI’s discretion, and will identify monthly demand for LSI’s Requirements for planning purposes only. Once per Quarter the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware Parties will review the forecasted capacity loadings, and the availability of resources and raw materials to determine what, if any, additional capacity is available in excess of any material changes previous Forecast amount. (c) In no event does the exercise by LSI of its right to such 18 Month Forecast. For make any of the purposes of this Agreement, Forecasts delivered adjustments provided by Cabot (a) or (b) above to CMC after the execution hereof shall, upon Forecast relieve LSI from its obligations to meet the effectiveness of this Agreement, be deemed to have been delivered hereunderTMPA and applicable QMPA.

Forecasts. Cabot NLS shall provide CMC supply Broadcom, within the first seven (7) business days following the beginning of each month during the term of the Agreement, with a rolling twelve (12) month forecast of NLS's anticipated requirements for Broadcom Products. The forecasts for any given month (a "Shipment Month") shall become binding upon Broadcom and NLS, following the final permitted adjustment (i.e. the adjustment permitted in the fourth month prior to the Shipment Month so specified below), three (3) months prior to the start of that Shipment Month (such three (3) month period to be referred to as the "Committed Period"), at which time NLS shall be required to submit binding purchase orders pursuant to Section (f) below for the number of units forecast for such Shipment Month. Prior to that time, monthly forecasts may be adjusted by NLS without penalty as follows: Fourth month prior to Shipment Month [*****] adjustment from previous forecast for that (i.e. between three and four months prior to start of Shipment Month Shipment Month) Fifth month prior to Shipment Month [*****] adjustment from previous forecast for that (i.e. between four and five months prior to start of Shipment Month Shipment Month) Sixth month prior to Shipment Month [*****] adjustment from previous forecast for that (i.e. between five and six months prior to start of Shipment Month Shipment Month) Seventh, eighth, ninth, tenth, eleventh and twelfth No restrictions months prior to start of Shipment Month Notwithstanding the foregoing, if a mutually agreed third party published standard (the "ForecastsPublished Standard") indicates, at any time during the term of this Agreement, that standard industry lead times for binding purchase orders for the quantities manufacture of Products that Cabot expects to purchase from CMC custom ASICs are greater than three (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e.3) months, the Aurora Plantmonthly forecasting adjustments and Committed Period set forth above shall be appropriately adjusted (upon each such material change, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts in either direction, in standard industry lead times) to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on reflect such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast")lengthened industry lead times; provided, however, that Cabot if and when the Published Standard indicates that such standard industry lead times revert to being less than or equal to three (3) months, the monthly forecasting adjustments and Committed Period set forth above shall provide CMC with be reset to the original provisions set forth above (i.e., a revised eighteen minimum Committed Period of three (183) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereundermonths).

Forecasts. Cabot Neos shall provide CMC with forecasts deliver to CPI a twenty-four (24) month forecast (the "Forecasts"“Forecast”) of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 Product on a quarterly basis during the Term. The portion of the Forecast delivered by the 1st of October each year relating to the next calendar year will serve as the annual forecast for the upcoming year (“Annual Forecast”), a which Annual Forecast indicating shall (i) be consistent with the Forecasted Quantity Minimum Annual Purchase Requirement, and (ii) include forecasted months of delivery for each Product. The Forecast will be updated by Neos quarterly on a rolling 24-month of the basis. The first calendar quarter commencing on such January 1, April 1, July 1 and October 1 or after the ninetieth (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (3090th) days prior after the updated Forecast is delivered will become a binding purchase commitment of Neos with respect to each Product set forth therein, and the subsequent quarters shall be non-binding. Neos shall be obligated to order the Products subject to such binding commitment, and upon receipt of a Purchase Order for such products pursuant to Section 4.2, CPI shall be obligated to deliver such Products to Neos. CPI shall not be obligated to manufacture or deliver any Products other than those subject to a binding purchase commitment by Neos. To the extent that the binding first quarter of any Forecast exceeds the forecast for that quarter in the previous Forecast by greater than 125% (“Additional Product”), CPI will use commercially reasonable efforts, but shall not be obligated, to supply such Additional Product by the requested delivery date or within a reasonable period of time thereafter. In the event the quantity of actual Product ordered in a calendar year exceeds the Annual Forecast by greater than one hundred twenty five percent (125%) (“Annual Additional Product”) , CPI may pass-through to Neos any price increase on each July 1 and January 1 during a per unit basis in the Term, active ingredients greater than twenty percent (20%) of the price paid on a semi-annual Forecast indicating the Forecasted Quantity per unit basis by CPI for such active ingredient purchased for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) , provided that CPI provides appropriate supporting documentation including the purchase orders for both the Annual Forecast and the Annual Additional Product. The initial Annual Forecast and Forecast provided by Neos in connection with this Agreement is set forth on or around each July 1Exhibit 4.1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderattached hereto.

Forecasts. Cabot shall (a) To allow TDK to schedule production and control costs, Imation will provide CMC in good faith to TDK a rolling forecast of Products that Imation and its Subsidiaries expect to purchase from TDK for shipment over the next six (6) months, specifying the quantities of Product to be purchased on: (i) a weekly basis for the first month of such forecast and a monthly basis for the remaining five (5) months of such forecast; and (ii) a Product-by-Product and region-by-region basis with forecasts respect to each such month and week (the "Forecasts"“Rolling Forecast”). Imation will endeavor to deliver each such Rolling Forecast to TDK by the seventh (7th) day of the month preceding the period covered by such Rolling Forecast. The Rolling Forecast will be non-binding except as provided in Sections 4.1(b) and 4.1(c). (b) Imation will be obligated to purchase from TDK in any month (the “Purchase Month”) a quantity of a particular Product for a particular region (the “Forecasted Product”) equal to the highest of the following: (i) percent (**%) of the quantities quantity of Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast that Cabot expects was two-prior to purchase from CMC the then-current and timely submitted Rolling Forecast (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture “Current Rolling Forecast”) (i.e., when the Aurora Plant, Davies or Purchase Month was the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: third (a3rd) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly a preceding Rolling Forecast"); (bii) not more than sixty percent (60**%) but not less than thirty (30) days of the quantity of Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast prior to on each July 1 and January 1 during the TermCurrent Rolling Forecast (i.e., a semi-annual Forecast indicating when the Forecasted Quantity for Purchase Month was the six second (62nd) month period commencing on such July 1 and January 1 (the "Six Month of a preceding Rolling Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (iii) percent (**%) of the quantity of Forecasted Products forecasted for the Purchase Month in the Current Rolling Forecast (i.e., when the Purchase Month is the first (1st) month of the Current Rolling Forecast). (c) TDK will be obligated to supply to Imation in the Purchase Month a quantity of the Forecasted Products equal to the lowest of the following: (i) percent (**%) of the Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast that was two-prior to the Current Rolling Forecast (i.e., when the Purchase Month was the third (3rd) month of a preceding Rolling Forecast); ** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. (ii) percent (**%) of the quantity of Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast prior to the Current Rolling Forecast (i.e., when the Purchase Month was the second (2nd) month of a preceding Rolling Forecast); and (iii) percent (**%) of the quantity of Forecasted Products forecast for the Purchase Month in the Current Rolling Forecast (i.e., when the Purchase Month is the first (1st) month of the Current Rolling Forecast). (d) on or around Imation also will provide in good faith to TDK a non-binding twelve (12)-month forecast for Products to be purchased by Imation and its Subsidiaries as part of Imation’s operational planning process in December of each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderyear.

Forecasts. Cabot (i) Upon the Effective Date, each Distributor shall provide CMC Newco and B.Biologicals with forecasts a twelve (12) month rolling forecast of the Distributor’s estimated requirements for each Product by country and calendar month (the "Forecasts") of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities"“Initial Forecast”). The Forecasts shall identify the Forecasted Quantities of the Products Initial Forecast is attached hereto as Exhibit C and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt)incorporated herein by reference. Cabot Each Distributor shall provide the following Forecasts to CMC: an updated twelve (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (612) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) rolling forecast on or around about the commencement of each July 1, an eighteen calendar month but no later than the fifth (185th) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast")calendar day of each such month; provided, however, that Cabot shall the Distributors’ obligation to provide CMC with a revised eighteen (18) Month Forecast forecast for periods beyond the remainder end of the eighteen (18) month period covered by the last 18 Month Forecast Initial Term or Extended Term, as soon reasonably practicable after Cabot becomes aware applicable, shall cease if Newco does not provide notice of any material changes an intent to such 18 Month Forecastrenew as provided in Article 1. For the purposes avoidance of doubt, B.Biologicals shall have no responsibility for accuracy or completeness of the twelve (12) month rolling forecasts provided by the Distributors. (ii) Subject to meeting the volume requirements of Section 2.2(i) above as may be adjusted in accordance with Section 2.2(iii), Newco’s and, during the Phase I Period, B.Biologicals’, obligation to supply Products pursuant to this AgreementAgreement are subject to its approval of each Binding Forecast (as defined below). Newco and, Forecasts delivered during the Phase I Period, B.Biologicals, shall approve or disapprove in writing the third month of each subsequent rolling forecast beyond the Initial Forecast within ten (10) Business Days of receipt of such forecast, which approval shall not be unreasonably withheld or delayed. If Newco or B.Biologicals fails to approve or disapprove such third month of the rolling forecast within such ten (10) Business Day period, such third month of the rolling forecast shall be deemed approved. The first three (3) months of the Initial Forecast is, and once any additional forecast periods beyond the first three (3) months of the Initial Forecast are approved by Cabot Newco, they shall become, a binding forecast (the “Binding Forecast”) on each applicable Distributor and Releasor. In addition, if Releasor agrees to CMC after increase any amounts above that in an already Binding Forecast pursuant to Sections 2.2(ii) or (iii), that amount shall also become a Binding Forecast. Except as set forth herein, the execution hereof Distributors agree to purchase and the Releasor agrees to deliver the Products in such quantities equal to the applicable Binding Forecast, on such delivery dates as are specified in the Purchase Order issued by Distributors pursuant to Section 2.4 provided that Distributors shall, upon the effectiveness request of the Releasor, use commercially reasonable efforts to modify the delivery dates on the Purchase Order to accommodate reasonable scheduling of production and shipment when such modified delivery dates would not cause a Distributor to directly violate any contractual commitments to third parties with respect to the delivery of Products. (iii) The Parties shall use commercially reasonable efforts to make adjustments to the forecasts including, without limitation, the Binding Forecasts, and production schedules in consideration of market opportunities, manufacturing shutdowns, capacity constraints, maintenance turnarounds and optimization of lot sizes. All adjustments made pursuant to this Agreement, Section 2.3(iii) shall be deemed to have been delivered hereunderin writing and signed by Releasor and Distributor.

Forecasts. Cabot shall provide CMC with forecasts (a) In addition to the notice provided in Section 2.2(b), within forty-five days following the Effective Date (the "Forecasts"“Initial Forecast”) and on or before the first day of each Calendar Quarter thereafter, Advancis will provide to Lilly Advancis’ estimate of the total quantity of Product to be delivered for the following Calendar Quarter and the remaining Calendar Quarters of the Contract Period, broken down into calendar months (each a “Forecast”). For each of the first three (3) Calendar Quarters of the Initial Forecast (Q3’04, Q4’04, Q1’05), (i) Advancis will be obligated to purchase [***] of the quantities of Products that Cabot expects Product forecasted pursuant to purchase from CMC orders submitted by Advancis to Lilly, and (ii) Lilly will, be obligated to supply Advancis with quantity ordered by Advancis unless the "Forecasted Quantities")quantity exceeds [***] of the quantities of Product forecasted. Thereafter, for each remaining Calendar Quarter, Advancis will be obligated to purchase [***] of the quantities of Product forecasted for such Calendar Quarter in the Forecast in which such Calendar Quarter was the third (3rd) Calendar Quarter of the Forecast, and [***] 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 1934, AS AMENDED. Lilly will be obligated to supply Advancis with quantity ordered by Advancis unless the quantity exceeds [***] of the quantities of Product forecasted for such Calendar Quarter in the Forecast in which such Calendar Quarter was the third (3rd) Calendar Quarter of the Forecast. Except as otherwise set forth in this Section 4.2 or elsewhere in this Manufacturing Agreement, the Parties agree that the Forecasts will be for general planning purposes only, and will not be binding on Lilly or Advancis. The Forecasts shall identify provisions of this Section 4.2(a) are subject to the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast");maximum purchase obligations in Section 4.1. (b) not more than sixty Unique and Unused Components or Materials. Reasonable quantities of unique components, or materials that are used in the manufacture of the Product, will be purchased by Lilly in reliance by Lilly on the Initial Forecast and each Forecast. If Advancis thereafter requests any change to the quantities previously forecasted for a Calendar Quarter in a Forecast that causes any obsolescence of any such unique components or materials purchased by Lilly, Advancis will be responsible to Lilly for the reasonable and direct costs and expenses actually incurred associated with said components or materials (60) including, but not less than thirty (30) days prior limited to, any costs related to on each July 1 and January 1 during returning such components or material to the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"vendor or otherwise disposing thereof); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunder.

Forecasts. Cabot shall provide CMC with forecasts (the "Forecasts") of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to On the first Business Day of each January 1, April 1, July 1 and October 1 calendar quarter or portion thereof during the Term, Orgenesis shall provide Germfree with a good faith forecast of its estimated requirements for OMPULs for the three month period starting with the first day of the quarter in which such forecast is provided (each, a “Forecast”). Orgenesis shall provide the first Forecast indicating to Germfree within ten Business Days of the Forecasted Quantity for each month Closing Date, such Forecast to cover the remaining portion of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (that includes the "Quarterly Forecast");Closing Date. (b) not more than sixty (60) but not less than thirty (30) days prior In addition to on the Forecasts, Orgenesis shall provide to Germfree annual forecasts for each July 1 and January 1 calendar year or portion thereof during the Term, a semi-annual Forecast indicating outlining the Forecasted Quantity projected demand for OMPULs for the six following calendar year or portion thereof (6each, an “Annual Forecast”). Orgenesis shall provide to Germfree an Annual Forecast (i) month period commencing within ten Business Days of the Closing Date (for the remaining portion of the calendar year that includes the Closing Date) and (ii) on such July 1 and January 1 (of each calendar year during the "Six Month Forecast");Term thereafter. This Annual Forecast will serve to facilitate Germfree’s long-term production planning and resource allocation, acknowledging Germfree’s role as the exclusive supplier. (c) not more than sixty (60) but not less than thirty (30) Orgenesis shall provide Germfree with 30 days prior to on each July 1, advance written notice if it anticipates a one (1) year substantial increase or decrease in demand for OMPULs beyond the volumes specified in the then-existing Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "or Annual Forecast"); and (d. Orgenesis acknowledges that this notice is required to afford Germfree adequate time to adjust its production schedules and resources to meet the revised demand expectations. Orgenesis acknowledges that any failure to provide such notice in accordance with this Section 8.2(c) on may impact Germfree’s ability to fulfill purchase orders for OMPULs not in accordance with the then-existing Forecast or around each July 1Annual Forecast, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); providedand in no event will Germfree be liable for, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes or in breach of this AgreementAgreement as a result of, Forecasts delivered by Cabot any such failure to CMC after sell or lease OMPULs to Orgenesis. In no event will Germfree be required to lease or sell OMPULs to Orgenesis in a quantity greater than those set forth in the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderForecast.

Forecasts. Cabot CMC shall provide CMC Cabot with forecasts (the "Forecasts") of the quantities of Products Fumed Silica that Cabot CMC expects to purchase from CMC Cabot (the "Forecasted Quantities"). The Forecasts shall identify by grade, the Forecasted Quantities of the Products and the geographic locations for manufacture Cabot facility or facilities that will produce and deliver to CMC such Forecasted Quantities (i.e., including the Aurora Plant, Davies or the Barr▇ ▇▇▇ntvolume to be made at each plant). Cabot CMC shall provide the following Forecasts to CMCCabot: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); provided, however, that in such Quarterly Forecast, the Forecasted Quantity for any month may not exceed the Forecasted Quantity for the previous month by more than 20%; (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast");; CABOT MICROELECTRONICS CORPORATION CONFIDENTIAL - CABOT CORPORATION CONFIDENTIAL _________, _________ (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the following July 1 (the "18 Month Forecast"); provided, however, that Cabot CMC shall provide CMC Cabot with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot CMC becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by CMC to Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunder. With respect to planned shutdowns of Cabot's manufacturing facilities, the parties shall work together and cooperate with each other regarding necessary adjustments to forecasts and delivery schedules hereunder.

Forecasts. Cabot shall provide CMC (a) The Recipient has provided the Supplier with forecasts a Purchase Order for the period beginning on the Effective Date and ending on the last day of the Calendar Quarter in which the Effective Date occurs (the "Forecasts"“Initial Quarter”) of (such Purchase Order, an “Initial Purchase Order”), which Purchase Order is attached as Exhibit A. Subject to the terms hereof, the Supplier shall supply the quantities of Supplied Products that Cabot expects to purchase from CMC (set forth on the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity Initial Purchase Order for each month of Supplied Product in accordance with the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast");delivery schedule set forth therein. (b) not more Beginning with the last month of the Initial Quarter, no later than sixty the fifteenth (6015th) but not less than thirty day of each calendar month, the Recipient shall submit to the Supplier a good faith, non-binding (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity except for the Binding Forecast Period), forecast, in the same form as Exhibit C, identifying, at a minimum, the number of full bulk batches of Supplied Product that the Recipient reasonably estimates it will order each month in the eighteen (18)-calendar month period immediately thereafter (“Forecast”). Subject to the terms and conditions of this Agreement, the first six (6) month period commencing on such July 1 and January 1 months (the "Six Month “Binding Forecast Period”) of each Forecast shall be binding (each such portion of a Forecast");, the “Binding Forecast”) on the Supplier and the Recipient and Recipient shall be required to order and purchase, and the Supplier shall be required to sell, the quantities of full bulk batches set forth in the Binding Forecast for the corresponding calendar months. (c) In the event the Supplier believes it may not more than sixty be able to meet the requirements of any Forecast, due to CMO capacity or otherwise, the Supplier shall notify the Recipient within twenty (6020) but not less than thirty (30) days prior Business Days of receipt of such Forecast, and the Parties shall cooperate and agree in good faith appropriate changes to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and. (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot Supplier shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of consider in good faith any material changes to such 18 Month the Forecast requested by Recipient. (e) In addition to the foregoing, on January twentieth (20th) of each calendar year, the Recipient shall submit to the Supplier a good-faith, non-binding, rolling forecast identifying the full bulk batch quantities that the Recipient reasonably estimates it will order each month in the five (5) years thereafter (“5-Year Forecast. For ”). (f) The Forecast and the purposes of this Agreement, Forecasts delivered by Cabot 5-Year Forecast shall be discussed every three (3) months at the QBR (as set forth below) to CMC after ensure the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderSupplier can sufficiently support Recipient’s demand.

Forecasts. Cabot SECTION 2.3.1. Within [**] days of the Effectice Date, MDCO shall provide CMC APP with forecasts a forecast setting forth MDCO's Requirements of Product for the period commencing [**] days from the date of the delivery of such forecast to APP and ending on [**] (the "Forecasts") of “Initial Product Forecast”). MDCO's forecasted Requirements for the Initial Product Forecast shall be firm and binding upon MDCO and shall be accompanied by a purchase order for the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities")Product specified in such Initial Product Forecast. SECTION 2.3.2. The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e.Beginning [**], the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) at least [**] days prior to the commencement of each January 1calendar quarter (with respect to the forecast for the period then commencing, April 1, July 1 and October 1 the “Forecast Commencement Quarter”) during the Term, MDCO shall provide APP with a Forecast indicating the Forecasted Quantity written estimate of MDCO's Requirements for each month dosage strength and package size of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 Product during the Term[**] commencing with the Forecast Commencement Quarter, delineated by [**] (a semi-annual Forecast indicating the Forecasted Quantity “Detailed Product Forecast”). MDCO's forecasted Requirements for the six (6) month period commencing on such July 1 first [**] of each Detailed Product Forecast provided hereunder shall be firm and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on binding upon MDCO and each July 1, Detailed Product Forecast shall be accompanied by a one (1) year Forecast indicating the Forecasted Quantity purchase order for the calendar year commencing on quantities of Product specified for such [**] period in such Forecast Commencement Quarter. The remaining portion of each Detailed Product Forecast shall be firm subject to permissible variances set forth in Section 2.3.3. If MDCO fails to timely provide any updated Detailed Product Forecast, the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Detailed Product Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot last provided by MDCO shall provide CMC with a revised eighteen (18) Month be deemed to be MDCO's Detailed Product Forecast for the remainder next succeeding [**] period. SECTION 2.3.3. Each subsequent Detailed Product Forecast may be updated to modify the amounts estimated in the previous Detailed Product Forecast for the periods of time in question subject to the eighteen (18) month period following limitation: the volume specified for any calendar quarter covered by such subsequent Detailed Product Forecast shall not be increased or decreased by more than [**] percent ([**]%) from the last 18 Month volume specified for such quarter in the prior Detailed Product Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderwithout APP's written consent.

Forecasts. Cabot CMC shall provide CMC Cabot with forecasts (the "Forecasts") of the quantities of Products Fumed Metal Oxides that Cabot CMC expects to purchase from CMC Cabot (the "Forecasted Quantities"). The Forecasts shall identify by grade, the Forecasted Quantities of the Products and the geographic locations for manufacture Cabot facility or facilities that will produce and deliver to CMC such Forecasted Quantities (i.e., including the Aurora Plant, Davies or the Barr▇ ▇▇▇ntvolume to be made at each plant). Cabot CMC shall provide the following Forecasts to CMCCabot: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); provided, however, that in such Quarterly Forecast, the Forecasted Quantity for any month may not exceed the Forecasted Quantity for the previous month by more than 20%; (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the following July 1 (the "18 Month Forecast"); provided, however, that Cabot CMC shall provide CMC Cabot with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot CMC becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by CMC to Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunder. With respect to planned shutdowns of Cabot's manufacturing facilities, the parties shall work together and cooperate with each other regarding necessary adjustments to forecasts and delivery schedules hereunder.

Forecasts. Cabot shall provide CMC with forecasts (the "Forecasts") of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to SunPower’s nonbinding, good-faith annual forecast of its anticipated requirements of Products through December 31, 2023 is attached as Exhibit D. On or before Wednesday of each January 1, April 1, July 1 and October 1 calendar week during the Term, SunPower shall deliver to Enphase a Forecast indicating rolling forecast of its anticipated requirements of Products for the Forecasted Quantity for each 12-month period beginning on the first day of the next calendar quarter commencing week (“Rolling Forecast”). The Rolling Forecast will include two components: (1) a weekly rolling forecast (“Weekly Rolling Forecast”) of SunPower’s anticipated requirements for purchasing Products for the 6-month period beginning on such the first day of the next calendar week; and (2) a monthly rolling forecast (“Monthly Rolling Forecast”) of SunPower’s anticipated requirements for purchasing Products for the subsequent 6-month period. For example, for a period beginning January 11 of a given year, April 1, the Rolling Forecast will include a forecast of SunPower’s anticipated requirements of Products on a weekly basis for January 1 through June 30 of that year and a forecast of SunPower’s anticipated requirements of Products on a monthly basis from July 1 through December 31 of that same year. The Rolling Forecast is for planning purposes and October 1 (the "Quarterly Forecast");is non-binding. (b) not SunPower may order more than sixty (60) but the quantities set forth in the Rolling Forecast, however, with respect to any quantities in excess of [***] in any Weekly Rolling Forecast, Enphase makes no commitment that it will be able to meet the Delivery Lead Times for those excess quantities and any delays shall not less than thirty (30) days prior to on each July 1 and January 1 during the Term, be included as a semideficiency in calculating on-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast");time-deliveries. (c) If Enphase is unable to fulfill Purchase Orders in accordance with the applicable Delivery Lead Time(s) and at the applicable amounts set forth in the Weekly Rolling Forecast plus [***], SunPower may purchase from Third Parties alternative products as substitutes for those not more than sixty supplied by Enphase, up to the quantities ordered under such Purchase Orders and not fulfilled by Enphase, without being in violation of any terms of this MSA. Purchases from a Third Party under this Section 2.1(c) will count towards the Total Purchase Commitment and Minimum Annual Commitments discussed in Section 2.3, capped at [***]. For example, if the Weekly Rolling Forecast was for [***] units and SunPower issued a Purchase Order requesting [***], but Enphase could only supply [***] units towards fulfillment of that Purchase Order (60) but not less than thirty thereby requiring SunPower to seek alternative supply to fulfill the [***] unit shortfall), SunPower would purchase the [***] units from Enphase and be entitled to purchase the [***] shortfall from an alternative supplier, and if SunPower purchased all of the foregoing amounts, SunPower would be credited with a total of [***] Products towards the Total Purchase Commitment and Minimum Annual Commitments. If Enphase was able to provide [***] Products towards fulfillment of that Purchase Order, [***] Products would be counted towards the Total Purchase Commitment and Minimum Annual Commitments (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"regardless of any quantities purchased from Third Parties); and. (d) on or around each July 1With respect to any Purchase Orders which result in purchases in excess of [***] but less than [***] of the Weekly Rolling Forecast, an eighteen (18) month Forecast indicating the Forecasted Quantity Delivery Lead Time for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder excess amount requested will be automatically increased to [***] weeks. With respect to any Purchase Orders which result in purchases in excess of [***] of the eighteen (18) month period covered by Weekly Rolling Forecast, Enphase will use commercially reasonable efforts to promptly fulfill such Purchase Orders, but makes no commitment to fulfill such Purchase Orders within a specified timeframe. Enphase agrees to promptly update SunPower regarding improvements or delays to the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderDelivery Lead Time.

Forecasts. Cabot (a) On or before the first (1st) day of each calendar month during the term of this Agreement, Chiron shall provide CMC with forecasts to Gen-Probe a Forecast, covering the period commencing the calendar month immediately succeeding the month in which the Forecast is delivered (for example, on January 1, Chiron will deliver a rolling twelve (12) month Forecast commencing February 1), showing Chiron's estimated purchase requirements over the "Forecasts"period covered by the Forecast. The Forecast shall include purchase requirements, at the following level of detail: (i) for the first (1st), second (2nd) and third (3rd) calendar months covered by the Forecast, the Forecast shall specify the Blood Screening Assays by packaging configuration, including kit size and/or catalogue part number, and associated quantities for purchase from Gen-Probe by Chiron in such three-month period; (ii) for the fourth (4th), fifth (5th) and sixth (6th) calendar months covered by the Forecast, the Forecast shall specify the Blood Screening Assays and ancillary materials, by labeling requirement detailed according to the provisions of Schedule A.1, attached hereto, and associated quantities that Chiron expects to order from Gen-Probe by Chiron in such period; and (iii) for the seventh (7th) through twelfth (12th) calendar months covered by the Forecast, the Forecast shall specify the estimated purchase requirements, by test, and associated quantities that Chiron expects to order from Gen-Probe by Chiron in such period. (iv) Subject to the additional provisions set forth in subparagraph (v) below, in each Forecast delivered, Chiron may not (A) amend the quantities of Products Blood Screening Assays from the quantities specified for the first (1st), second (2nd) and third (3rd) calendar months in the immediately preceding Forecast; (B) amend the quantities of Blood Screening Assays specified in the Forecast for the fourth (4th), fifth (5th) and sixth (6th) calendar months in the immediately preceding Forecast to an amount that Cabot expects is less than [***] nor more than [***] of the amount forecasted when the month being amended was the sixth (6th) calendar month; (C) amend the quantities of Blood Screening Assays specified in the Forecast for the seventh (7th) calendar month in the immediately preceding Forecast as it transitions to purchase from CMC the sixth (6th) calendar month in the delivered Forecast to an amount that is less than [***] nor more than [***] of the quantity of Blood Screening Assays specified in the previous Forecast when the month in question was the seventh (7th) calendar month; or (D) amend the quantities of Blood Screening Assays specified in the Forecast for the eighth (8th) calendar month in the immediately preceding Forecast as it transitions to the seventh (7th) calendar month in the delivered Forecast to an amount that is less than [***] nor more than [***] of the quantity of Blood Screening Assays specified in the previous Forecast when the month in question was the eighth (8th) calendar month. For example, on January 1, Chiron will deliver a Forecast in which February is the first (1st) calendar month and September is the eighth (8th) calendar month of the Forecast. If Chiron estimates in such Forecast that in August, the seventh (7th) calendar month, it will require [***] tests, Chiron may not decrease its Forecast below [***] tests nor increase it above [***] tests as that month transitions to the sixth (6th) calendar month in the next Forecast. Similarly, if Chiron estimates in a Forecast that in September, the eighth (8th) calendar month, it will require [***] tests, then in the subsequent Forecast Chiron may not decrease its Forecast below [***] tests nor increase it above [***] tests when that month transitions to the seventh (7th) calendar month. For purpose of the convenience of reference hereafter, the Forecast delivered in which the applicable calendar month is the eighth (8th) month is referred to as the "Forecasted Quantitiesoriginal Forecast"; and the quantity as forecast in any subsequent Forecast, amended as permitted under this Section (i.e. the Forecast delivered in which the applicable month transitions to the next lower month, such as from the eighth (8th) month to the seventh (7th)), is referred to as the "amended Forecast." (v) Notwithstanding the provisions of subparagraph (iv) above, the parties acknowledge that Gen-Probe incurs substantial expense ramping up production and otherwise preparing to meet quantities forecasted by Chiron, even in periods commencing the seventh (7th) calendar month and beyond in the then-current Forecast. Therefore, the parties agree that Chiron may not reduce the Forecast down under subparagraph (iv)(B) and (C), above, in the aggregate to an amount that is less than [***] of the highest quantity of Blood Screening Assays specified in any Forecast. (For example, on January 1, Chiron will deliver a Forecast in which February 1 is the first (1st) month and September is the eighth (8th) month of the Forecast. If Chiron estimates in such Forecast that in September it will require [***] tests, then Chiron may not amend the Forecast, at any time or in the aggregate, to an amount that is less than [***] tests deliverable in September. In addition, if, in the subsequent Forecast when the month in question transitions from the eighth (8th) to the seventh (7th) month, Chiron increases the Forecast of the month in question from [***] tests to [***] tests, then Chiron may not amend the Forecast to an amount that is less than [***] tests deliverable in September (i.e. [***]). The Forecasts Similarly, if in the next Forecast, when the month in question transitions from the seventh (7th) to the sixth (6th) month, Chiron further increases the Forecast to [***] tests, then Chiron may not amend the Forecast to an amount that is less than [***] tests deliverable in September (i.e. [***]).) (b) Commencing in the first full month following the Amendment Effective Date, the parties shall identify meet monthly, on or before the Forecasted Quantities twenty-second (22nd) day of each calendar month, to review the Products previous month's performance and the geographic locations current Forecast and production plan for manufacture the purpose of making production planning and inventory management decisions necessary to meet Customer supply needs in a cost-efficient manner. Such production planning meetings shall be attended by qualified members of each party, and shall be sponsored by Chiron's Director of Global Supply Chain Management and Gen-Probe's Vice-President of Manufacturing—Blood Products. The parties shall implement a standing agenda in the form set forth in Schedule A.2, attached hereto, and may consider such additional information as is agreed upon by both parties. (i.e.c) In the event that any disagreement arises between the parties pursuant to the obligations imposed in this Section 6.3.1, the Aurora Plantparties shall submit such dispute first to a discussion between responsible managers, Davies and if they cannot agree, then to the Supervisory Board for resolution as soon as is reasonably achievable. In the event that the Supervisory Board is (i) unable to resolve the issue at its next meeting, or (ii) is unable or unwilling to meet within the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month day period after submittal of the calendar quarter commencing on such January 1issue to the Supervisory Board, April 1, July 1 and October 1 (then the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot issue shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered be referred by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware parties for resolution in accordance with the terms of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderArticle 13 herein.

Forecasts. Cabot shall provide CMC with forecasts (the "Forecasts") Following SII’s and/or [...***...]’s receipt of the quantities of Products that Cabot expects first Marketing Authorization in the Territory, AKORN will provide to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e.SII, the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to the beginning of each January 1, April 1, July 1 and October 1 calendar quarter during the Termterm hereof, a Forecast indicating four (4) quarter rolling forecast (“Forecast”) estimating its quarterly requirements for purchases of Products for the Forecasted Quantity for each month subsequent four (4) calendar quarter period beginning with such calendar quarter. Except with respect to the first quarter of the calendar quarter commencing on such January 1Forecast, April 1which shall be binding and not subject to cancellation or change (except as provided in the next sentence), July 1 the Forecast is non-binding and October 1 is submitted solely to assist SII in ensuring that it has adequate raw materials, capacity and supplies to meet purchase orders that may be issued pursuant to the Forecast. With respect to the first two (2) quarters of * CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the "Quarterly Securities and Exchange Commission. each Forecast"); (b) , AKORN shall not increase by more than sixty ten percent (6010%) but or decrease by more than five percent (5%) estimated Product ordered in any quarter of the Forecast from the amount set forth in the prior Forecast, provided that if AKORN requires additional Product beyond the forecasted amount, AKORN may request the same from SII and SII will use its commercially reasonable efforts, in light of its other supply commitments, to supply the additional Product to AKORN. AKORN shall issue a new Forecast not less than thirty (30) days prior to on the first business day of each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the calendar quarter beginning six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days months prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder estimated date of receipt of the eighteen first Marketing Authorization in each country in the Territory. Unless SII notifies AKORN in writing within fifteen (1815) month period covered by calendar days after receipt of a Forecast that it will not be able to supply the last 18 Month amount of Products specified in the first quarter of such Forecast, SII shall be obligated to provide the quantity of Products consistent with the first quarter of such Forecast as soon reasonably practicable after Cabot becomes aware upon receipt of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderAKORN’s purchase orders.

Forecasts. Cabot shall provide CMC with forecasts RTI has provided to OEM a rolling forecast (and corresponding Purchase Orders) of RTI’s actual or anticipated needs for volumes of Products for the period beginning Contract Year 1, [***]. Thereafter, by the last Business Day of each month, RTI will submit a rolling forecast, listed by SKU, of RTI’s actual or anticipated needs for volumes of Products over the 12-month period commencing on the following month (the "Forecasts"“Rolling Forecast”). (For illustrative purposes only, September will be the first month of a rolling forecast submitted on the last Business Day of August.) All non-binding months of the rolling forecasts shall be based on RTI’s good faith estimates. Unless otherwise agreed to by OEM, the anticipated quantities for each Product (both by SKU and cumulatively) specified in the non-binding month of Products that Cabot expects the Rolling Forecast immediately prior to purchase its conversion to a binding month of the Rolling Forecast shall not increase by more than [***] upon its conversion to the binding month in the subsequent month’s Rolling Forecast (for illustrative purposes only, the firm orders for [***] on the Rolling Forecast submitted by the last Business Day of [***] (in which [***] are binding months) cannot increase by more than [***] from CMC the anticipated orders for [***] on the Rolling Forecast submitted by the last Business Day of [***] (the "Forecasted Quantities"in which [***] non-binding month)). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC:[***] (a) not more than sixty (60) but not less than thirty (30) days prior to each January During Contract Year 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for first [***] months of each month rolling forecast shall be binding on RTI (such portion of the calendar quarter commencing on such January 1Rolling Forecast being the “Binding Forecast”), April 1and months [***] through [***] of the Rolling Forecast shall not be binding upon RTI, July 1 and October 1 (the "Quarterly Forecast")but are for planning purposes only; (b) not more than sixty During Contract Year 2 (60) but not less than thirty (30) days prior to on each July 1 and January 1 during beginning with the Term, a semifirst Rolling Forecast covering the 12-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing corresponding to Contract Year 2), the first [***] months of each rolling forecast shall be binding on RTI (such July 1 portion of the Rolling Forecast being the “Binding Forecast”), and January 1 (months [***] through [***] of the "Six Month Forecast")Rolling Forecast shall not be binding upon RTI, but are for planning purposes only; (c) not more than sixty During Contract Year 3 and each Contract Year thereafter (60) but not less than thirty (30) days prior to on each July 1, a one (1) year beginning with the first Rolling Forecast indicating covering the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen 12-month period commencing corresponding to Contract Year 3), the first [***] months of each rolling forecast shall be binding on the July 1 RTI (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder such portion of the eighteen (18) month period covered by Rolling Forecast being the last 18 Month “Binding Forecast”), and months [***] through [***] of the Rolling Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the shall not be binding upon RTI, but are for planning purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderonly.

Forecasts. Cabot Not later than [***] days after the Effective Date, Company shall determine its initial estimated purchases of Product from SAFC under this Agreement and shall deliver to SAFC a written, non-binding, rolling [***] month quarterly forecast (the “Commercial Forecast”) of such estimated quantities of Product, and SAFC shall provide CMC with forecasts (the "Forecasts") reasonable assurance in writing to Company of SAFC’s ability and capacity to meet not less than [***] of the quantities then current Q1 Commercial Forecast; [***] of Products that Cabot expects the then current Q2 Commercial Forecast; [***] of the then current Q3 Commercial Forecast; and, [***] of the then current Q4 Commercial Forecast of such estimates (as updated from time to purchase from CMC time by Company) (the "Forecasted Quantities"“Commercial Assurance”). The Forecasts Commercial Forecast shall identify the Forecasted Quantities cover each of the Products and next succeeding [***] calendar quarters. After delivery of the geographic locations for manufacture (i.e.initial Commercial Forecast, the Aurora PlantCommercial Forecast shall be updated by Company on a calendar quarterly basis, Davies or which update shall include the Barr▇ ▇▇▇nt). Cabot shall provide next successive calendar quarter added to the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month last period of the calendar quarter commencing on such January 1previous Commercial Forecast. Although the Commercial Forecast is non-binding, April 1, July 1 and October 1 (Company understands that SAFC shall use the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Commercial Forecast for planning purposes (including raw material acquisitions and investment in equipment and other resources) in order to make available the remainder production capacity required to Manufacture and supply the forecasted amounts of Product within the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecasttime frames specified therein and reciprocally SAFC understands that Company has relied on SAFC’s Commercial Assurance in its production and manufacturing arrangements. For the purposes of this Agreement[***] 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 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderAS AMENDED.

Forecasts. Cabot CMC shall provide CMC Cabot with forecasts (the "Forecasts") of the quantities of Products Fumed Metal Oxides that Cabot CMC expects to purchase from CMC Cabot (the "Forecasted Quantities"). The Forecasts shall identify by grade, the Forecasted Quantities of the Products and the geographic locations for manufacture Cabot facility or facilities that will produce and deliver to CMC such Forecasted Quantities (i.e., including the Aurora Plant, Davies or the Barr▇ ▇▇▇ntvolume to be made at each plant). Cabot CMC shall provide the following Forecasts to CMCCabot: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); provided, however, that in such Quarterly Forecast, the Forecasted Quantity for any month may not exceed the Forecasted Quantity for the previous month by more than [ ]%; (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the following July 1 (the "18 Month Forecast"); provided, however, that Cabot CMC shall provide CMC Cabot with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot CMC becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by CMC to Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunder. With respect to planned shutdowns of Cabot's manufacturing facilities, the parties shall work together and cooperate with each other regarding necessary adjustments to forecasts and delivery schedules hereunder.

Forecasts. Cabot ARADIGM shall provide CMC with forecasts submit to SIGMA-TAU within ninety (90) days following the "Forecasts") Processing of the quantities process validation lots as described in the Development Plan, and in any event not later than nine (9) months prior to the anticipated first commercial sale, and thereafter no later than the fifth (5th) business day of Products that Cabot expects to purchase from CMC (every month during the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMCTerm: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an An eighteen (18) month rolling forecast (“Forecast”) organized by months and Product stock keeping units setting forth the quantities of each Product that ARADIGM expects to purchase from SIGMA-TAU during the eighteen (18)-month period commencing with the beginning of said month. Each Forecast indicating shall constitute a binding commitment of ARADIGM to purchase the Forecasted Quantity percentages of Products detailed in Table 3.1, below, pursuant to Firm Orders. (b) A thirty six (36) month rolling forecast (“Long Range Forecast”) organized by months (except for the eighteen month last twelve (12) months of each Long Range Forecast, which shall be organized as one twelve (12)-month period) and Product stock keeping units setting forth the quantities of each Product that ARADIGM expects to purchase from SIGMA-TAU during the thirty six (36)-month period commencing with the beginning of said month. Each Long Range Forecast shall be non-binding on ARADIGM, provided that ARADIGM shall be required to purchase at least that percentage of the July 1 quantity of each of the Products specified in the Forecast as follows: ARADIGM shall make all Forecasts and Long Range Forecasts in good faith given market and other information available to ARADIGM. Purchase Orders. (c) ARADIGM shall purchase Product solely by making Firm Orders, submitted in the "18 Month form of a Purchase Order, which must consist of one or more full Batch or Batches of Product. To the extent Safety Stock is available (provided SIGMA-TAU has complied with its obligations under Section 3.5), ARADIGM may submit firm Purchase Orders for quantities of Products up to [*****] of the quantity set forth in the 100% binding portion of the Forecast (i.e., in the first four (4) months of the Forecast") most recently submitted for such month (and modifications to prior Firm Orders) at any time up to forty-five (45) days prior to the scheduled Delivery date of Product attributable to such month (including, for clarity, at any time after ARADIGM has submitted a Firm Order but no less than forty-five (45) days prior the scheduled Delivery of such ordered Product); provided, however, that Cabot if, with respect to any month, ARADIGM orders any Product in excess of [*****] of the quantity set forth in the binding portion of the Forecast most recently submitted for such month, SIGMA-TAU shall provide CMC use Commercially Reasonable Efforts to supply such excess but shall not be liable for its inability to do so. By way of example only, if ARADIGM has a quantity of [*****] lots in the Forecast, it may submit a Firm Order for up to [*****] lots (i.e. [*****] of the quantity indicated in the Forecast). (d) ARADIGM shall submit each Firm Order to SIGMA-TAU in connection with a revised eighteen (18) Month its submission of the Forecast for which the remainder month in which ARADIGM desires Delivery of the eighteen Product is the third month of such Forecast and at least ninety (1890) month period covered by days prior to such requested Delivery date. All Purchase Orders shall include, in addition to the last 18 Month Forecast as soon reasonably practicable number of Batches, the territories to which the Product will be Delivered. SIGMA-TAU shall, within five (5) business days after Cabot becomes aware receiving each Firm Order provide a receipt notification to ARADIGM. Within ten (10) days of any material receiving each Firm Order, SIGMA-TAU shall accept in writing such Firm Order. (e) In such written acceptance of a Purchase Order, if SIGMA-TAU requests changes to a required Delivery date, ARADIGM shall use Commercially Reasonable Efforts to agree to such 18 Month Forecastchange, assuming such requested change to the required delivery date does not exceed sixty (60) days from the original requested delivery date. (f) If ARADIGM requests changes to any Purchase Order previously submitted by ARADIGM, including any increases or decreases in quantity of Products, required delivery date, SIGMA-TAU shall use Commercially Reasonable Efforts to comply with such changes but shall not be liable for its inability to do so. For the purposes [*****] Confidential portions of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to document have been delivered hereunderredacted and filed separately with the Securities and Exchange Commission.

Forecasts. Cabot During the term of this Agreement, Ethicon shall provide CMC with forecasts to Omrix, no later than the first day of each calendar month, a non-binding, good faith written estimate (the "ForecastsForecast") by month of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity Ethicon's quantity requirements for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity Product for the six next twelve (612) month period commencing months on such July 1 a country-by-country basis and January 1 (with the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast")fill sizes and delivery dates SPECIFIED; provided, however, (1) the first five (5) months of each Forecast shall be binding on Ethicon and Ethicon shall submit purchase orders to Omrix for the Products included in such five (5) month period in accordance with paragraph (b) below and (2) purchase orders submitted by Ethicon shall be for at least *** percent (***%) of the amounts forecast for the sixth through twelfth months of such Forecast (and shall not submit purchase orders for Product in excess of *** percent (***%) of the amounts forecast for each of those months, unless otherwise mutually agreed on a case-by-case basis). The binding orders set forth in Section 4.4(a)(i) and for January 2004 and February 2004 in the initial Forecast are exempt from the five (5) month prior notice requirement; provided that Cabot fill sizes shall be as set forth on the Forecast attached hereto. Ethicon agrees that there shall be a five (5) month lead time for orders of Products with fill sizes and delivery dates, except that Ethicon need not provide CMC the county-by-country breakdown for the quantities in the Forecast or a binding order until three (3) months prior to the requested delivery date. The Forecast shall be updated on a rolling monthly basis; provided that new Forecasts cannot change the binding five (5) month portion of the Forecast. Notwithstanding anything to the contrary herein, the Parties agree that, with respect to the Hemostatic Pad Product and any Improved Products, the lead-time for forecasts may be different than five months and shall be mutually agreed by the Parties prior to the commercial production of those products. In addition, notwithstanding anything to the contrary herein, Omrix shall not be obligated to supply a revised eighteen number of Products which exceeds the Long Term Forecast for such products unless (18i) Month such amount of product is within Omrix's capacity (taking into account Omrix's obligations to supply Quixil to third parties in other territories) or (ii) Ethicon provides Omrix with at least three (3) years prior written notice of an increase in the Long Term Forecast. Ethicon further agrees that, at least once each year, it will update in good faith the Long Term Forecast for the remainder of subsequent ten (10) year period and that, as Products become available for sale which are not set forth on the eighteen Long Term Forecast, Ethicon shall add such Products to the Long Term Forecast. Ethicon's initial twelve (1812) month period covered by the last 18 Month Forecast forecast is attached hereto as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunder.Exhibit E.

Forecasts. Cabot (a) On or before the first (1st) day of each calendar month during the term of this Agreement, Chiron shall provide CMC with forecasts to Gen-Probe a Forecast, covering the period commencing the calendar month immediately succeeding the month in which the Forecast is delivered (for example, on January 1, Chiron will deliver a rolling twelve (12) month, showing Chiron's estimated purchase requirements over the "Forecasts"period covered by the Forecast. The Forecast shall include purchase requirements, at the following level of detail: (i) for the first (1st), second (2nd) and third (3rd) calendar months covered by the Forecast, the Forecast shall specify the Blood Screening Assays by packaging configuration, including kit size and/or catalogue part number, and associated quantities for purchase from Gen-Probe by Chiron in such three-month period; (ii) for the fourth (4th), fifth (5th) and sixth (6th) calendar months covered by the Forecast, the Forecast shall specify the Blood Screening Assays and ancillary materials, by labeling requirement detailed according to the provisions of Schedule A.1, attached hereto, and associated quantities that Chiron expects to order from Gen-Probe by Chiron in such period; and (iii) for the seventh (7th) through twelfth (12th) calendar months covered by the Forecast, the Forecast shall specify the estimated purchase requirements, by test, and associated quantities that Chiron expects to order from Gen-Probe by Chiron in such period. (iv) Subject to the additional provisions set forth in subparagraph (v) below, in each Forecast delivered, Chiron may not (A) amend the quantities of Products Blood Screening Assays from the quantities specified for the first (1st), second (2nd) and third (3rd) calendar months in the immediately preceding Forecast; (B) amend the quantities of Blood Screening Assays specified in the Forecast for the fourth (4th), fifth (5th) and sixth (6th) calendar months in the immediately preceding Forecast to an amount that Cabot expects is less than [***] nor more than [***] of the amount forecasted when the month being amended was the sixth (6th) calendar month; (C) amend the quantities of Blood Screening Assays specified in the Forecast for the seventh (7th) calendar month in the immediately preceding Forecast as it transitions to purchase from CMC the sixth (6th) calendar month in the delivered Forecast to an amount that is less than [***] nor more than [***] of the quantity of Blood Screening Assays specified in the previous Forecast when the month in question was the seventh (7th) calendar month; or (D) amend the quantities of Blood Screening Assays specified in the Forecast for the eighth (8th) calendar month in the immediately preceding Forecast as it transitions to the seventh (7th) calendar month in the delivered Forecast to an amount that is less than [***] nor more than [***] of the quantity of Blood Screening Assays specified in the previous Forecast when the month in question was the eighth (8th) calendar month. For example, on January 1, Chiron will deliver a Forecast in which February is the first (1st) calendar month and September is the eighth (8th) calendar month of the Forecast. If Chiron estimates in such Forecast that in August, the seventh (7th) calendar month, it will require [***] tests, Chiron may not decrease its Forecast below [***] tests nor increase it above [***] tests as that month transitions to the sixth (6th) calendar month in the next Forecast. Similarly, if Chiron estimates in a Forecast that in September, the eighth (8th) calendar month, it will require [***] tests, then in the subsequent Forecast Chiron may not decrease its Forecast below [***] tests nor increase it above [***] tests when that month transitions to the seventh (7th) calendar month. For purpose of the convenience of reference hereafter, the Forecast delivered in which the applicable calendar month is the eighth (8th) month is referred to as the "Forecasted Quantitiesoriginal Forecast"; and the quantity as forecast in any subsequent Forecast, amended as permitted under this Section (i.e. the Forecast delivered in which the applicable month transitions to the next lower month, such as from the eighth (8th) month to the seventh (7th)), is referred to as the "amended Forecast." (v) Notwithstanding the provisions of subparagraph (iv) above, the parties acknowledge that Gen-Probe incurs substantial expense ramping up production and otherwise preparing to meet quantities forecasted by Chiron, even in periods commencing the seventh (7th) calendar month and beyond in the then-current Forecast. Therefore, the parties agree that Chiron may NOT reduce the Forecast DOWN under subparagraph (iv)(B) and (C), above, in the aggregate to an amount that is less than [***] of the highest quantity of Blood Screening Assays specified in any Forecast. (For example, on January 1, Chiron will deliver a Forecast in which February 1 is the first (1st) month and September is the eighth (8th) month of the Forecast. If Chiron estimates in such Forecast that in September it will require [***] tests, then Chiron may not amend the Forecast, at any time or in the aggregate, to an amount that is less than [***] tests deliverable in September. In addition, if, in the subsequent Forecast when the month in question transitions from the eighth (8th) to the seventh (7th) month, Chiron increases the Forecast of the month in question from [***] tests to [***] tests, then Chiron may not amend the Forecast to an amount that is less than [***] tests deliverable in September (i.e. [***]). The Forecasts Similarly, if in the next Forecast, when the month in question transitions from the seventh (7th) to the sixth (6th) month, Chiron further increases the Forecast to [***] tests, then Chiron may not amend the Forecast to an amount that is less than [***] tests deliverable in September (i.e. [***]).) (b) Commencing in the first full month following the Amendment Effective Date, the parties shall identify meet monthly, on or before the Forecasted Quantities twenty-second (22nd) day of each calendar month, to review the Products previous month's performance and the geographic locations current Forecast and production plan ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. for manufacture the purpose of making production planning and inventory management decisions necessary to meet Customer supply needs in a cost-efficient manner. Such production planning meetings shall be attended by qualified members of each party, and shall be sponsored by Chiron's Director of Global Supply Chain Management and Gen-Probe's Vice-President of Manufacturing - Blood Products. The parties shall implement a standing agenda in the form set forth in Schedule A.2, attached hereto, and may consider such additional information as is agreed upon by both parties. (i.e.c) In the event that any disagreement arises between the parties pursuant to the obligations imposed in this Section 6.3.1, the Aurora Plantparties shall submit such dispute first to a discussion between responsible managers, Davies and if they cannot agree, then to the Supervisory Board for resolution as soon as is reasonably achievable. In the event that the Supervisory Board is (i) unable to resolve the issue at its next meeting, or (ii) is unable or unwilling to meet within the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month day period after submittal of the calendar quarter commencing on such January 1issue to the Supervisory Board, April 1, July 1 and October 1 (then the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot issue shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered be referred by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware parties for resolution in accordance with the terms of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderArticle 13 herein.

Forecasts. Cabot At the time of application for Regulatory Approval of a Product in a country, and [***] thereafter, Roivant shall provide CMC with forecasts (the "Forecasts") Arena a good faith 18-month rolling forecast of the quantities anticipated orders of Products that Cabot expects such Product, in Finished Product form, to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 be placed during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing such period (broken down (A) on a country-by-country and packaging configuration-by-packaging configuration basis and (B) by quantities to be sold commercially or distributed as samples or as part of a compassionate use, named patient use or indigent patient program) (each, a “Forecast” for such January 1Product). Each Forecast will specify, April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 [***] during the Term, a semi18-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month particular Forecast, the amounts of Finished Product to be ordered in each month and the requested delivery dates for each such order of Finished Product anticipated to be placed. Prior to the due date for the first Forecast as soon for each Product in each country, the Parties will negotiate in good faith and reasonably practicable after Cabot becomes aware agree [***] upon [***] such Product in that country, and [***] the Product in such country. If Roivant provides the Three Year Forecast commencing at least [***] months prior to the anticipated launch date and [***] of any material changes such Three Year Forecast (the first month of which shall be the launch order), such [***] such Three Year Forecast (and [***]), subject to such 18 Month Forecast[***] therein. For the purposes of this AgreementThe requested delivery dates for each order covered by a Forecast shall not be sooner than [***] months, Forecasts delivered by Cabot to CMC or later than [***] months, after the execution hereof shallorder date specified in the Forecast (such [***]month window, upon the effectiveness “Delivery Window”); provided, that, if the Parties agree, Finished Product may be delivered sooner than [***] months after the order date. The first [***] months of each such Forecast shall be a binding commitment (the “Order Commitment” for the applicable Finished Product for such months) on Roivant to place Purchase Orders, in each such month, to order the applicable Finished Product in amounts [***] the amounts forecast to be ordered in such month in such Forecast (and with delivery dates within the applicable Delivery Window), which commitment [***]. Roivant shall not (a) increase or decrease the quantity estimated for the [***] of each Forecast from the quantity estimated for the [***] of the previous Forecast, or (b) increase or decrease the quantity estimated for the [***] of each Forecast by more than [***] of the quantity estimated for the [***] of the [***] Forecast, respectively, without the prior express written consent of Arena. Each such Forecast shall otherwise be non-binding, except as provided above, but shall reflect Roivant’s good faith expectation (at the time of submitting the Forecast) of the orders of Finished Product and projected delivery dates during the 18-month period. In addition to the Forecasts described above in this AgreementSection 6.2(b), Roivant shall provide Arena, at the time [***], with a good-faith three-year forecast of anticipated orders of such Product, which forecast shall be deemed to have been delivered hereundernonbinding and used by Arena for capacity planning purposes (each, a “Three Year Forecast”).

Forecasts. Cabot On the Effective Date, Buyer shall provide CMC Seller with forecasts a written good faith forecast estimating Buyer’s monthly requirements for Supplied Product (in multiples of Seller’s Minimum Batch Quantities) during the "Forecasts") then-current calendar month and each of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities")succeeding 24 calendar months thereafter. The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e.Thereafter, the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more later than sixty (60) but not less than thirty (30) 30 days prior to the commencement of each January 1, April 1, July 1 and October 1 subsequent calendar quarter during the Term, Buyer shall provide Seller with a Forecast indicating rolling 24-calendar month forecast for the Forecasted Quantity for each Supplied Product that covers the succeeding 24-calendar month period (or the period until the expiration of the Term, as applicable, if shorter), with the forecast for all 24 months to be provided on a monthly basis and further broken down by type of Supplied Product (including relevant NDC) and number of units of each type of Supplied Product (each such 24-calendar quarter commencing on such January 1month forecast, April 1a “Forecast”). Each Forecast (and ultimate Purchase Order) shall not exceed the upper or lower quantities by more than the following: (a) for the first through sixth months of the applicable Forecast (and ultimate Purchase Orders), July 1 and October 1 (the "Quarterly Forecast"); +/- 0%; (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 seventh through ninth months of the applicable Forecast: +/[REDACTED]; and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior for the 10th through 24th months of the applicable Forecast: +/[REDACTED]. The +/- [REDACTED] deviation allowance for the seventh through ninth month Forecast and the +/- [REDACTED] deviation allowance for the 10th through 24th month Forecast shall set out the ultimate limit for changes in subsequent Forecasts and Purchase Orders. The first six calendar months of each Forecast shall be a “Firm Forecast” and shall represent a binding commitment of Buyer to on each July 1purchase the quantities and types of Supplied Product included therein. Otherwise, except as set forth in Section 2.3.1 and Section 2.3.2 with respect to Purchase Orders and Firm Forecasts, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing shall not be binding on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereundereither Party.

Forecasts. Cabot shall provide CMC (a) The Recipient has provided the Supplier with forecasts a Purchase Order for the period beginning on the Effective Date and ending on the last day of the Calendar Quarter in which the Effective Date occurs (the "Forecasts"“Initial Quarter”) of (such Purchase Order, an “Initial Purchase Order”), which Purchase Order is attached as Exhibit A. Subject to the terms hereof, the Supplier shall supply the quantities of Supplied Products that Cabot expects to purchase from CMC (set forth on the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity Initial Purchase Order for each month of Supplied Product in accordance with the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast");delivery schedule set forth therein. (b) not more Beginning with the last month of the Initial Quarter, no later than sixty the fifteenth (6015th) but not less than thirty day of each calendar month, the Recipient shall submit to the Supplier a good faith, non-binding (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity except for the Binding Forecast Period), forecast, in the same form as Exhibit B, identifying, at a minimum, the number of full bulk batches of Supplied Product that the Recipient reasonably estimates it will order each month in the eighteen (18)-calendar month period immediately thereafter (“Forecast”). Subject to the terms and conditions of this Agreement, the first six (6) month period commencing on such July 1 and January 1 months (the "Six Month “Binding Forecast Period”) of each Forecast shall be binding (each such portion of a Forecast");, the “Binding Forecast”) on the Supplier and the Recipient and Recipient shall be required to order and purchase, and the Supplier shall be required to sell, the quantities of full bulk batches set forth in the Binding Forecast for the corresponding calendar months. (c) In the event the Supplier believes it may not more than sixty be able to meet the requirements of any Forecast, due to CMO capacity or otherwise, the Supplier shall notify the Recipient within twenty (6020) but not less than thirty (30) days prior Business Days of receipt of such Forecast, and the Parties shall cooperate and agree in good faith appropriate changes to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and. (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot Supplier shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of consider in good faith any material changes to such 18 Month the Forecast requested by Recipient. (e) In addition to the foregoing, on January twentieth (20th) of each calendar year, the Recipient shall submit to the Supplier a good-faith, non-binding, rolling forecast identifying the full bulk batch quantities that the Recipient reasonably estimates it will order each month in the five (5) years thereafter (“5-Year Forecast. For ”). (f) The Forecast and the purposes of this Agreement, Forecasts delivered by Cabot 5-Year Forecast shall be discussed every three (3) months at the QBR (as set forth below) to CMC after ensure the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderSupplier can sufficiently support Recipient’s demand.

Forecasts. Cabot shall provide CMC with forecasts (a. As soon as practicable after the "Forecasts") of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products Effective Date and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) at least [*] days prior to the [*] of each January 1calendar month thereafter, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an Amgen will provide Insulet with eighteen (18) month rolling * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. forecasts of Amgen’s anticipated monthly requirements for Custom Insulet Devices (each, a “Forecast”), which Forecasts shall commence on the month immediately following delivery of such forecast. The [*] of each such Forecast indicating shall be binding on Amgen (the Forecasted Quantity “Binding Portion”) and Amgen shall issue Purchase Orders for all amounts included in the Binding Portion of such Forecasts. b. Except as mutually agreed in writing by the Parties, for each Forecast following the initial Forecast provided by Amgen, the quantity of Customized Insulet Device forecast (i) for the eighteen month period commencing on [*] months of such Forecast shall not vary from the July 1 amounts forecasted for such months in the most recent previously delivered Forecast, (ii) the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast amounts forecasted for the remainder [*] of such Forecast shall not exceed [*] percent ([*]%) of the eighteen amounts forecasted for such month in the most recent previously delivered Forecast and (18iii) the amounts forecasted for the [*] months of such Forecast shall not exceed [*] percent ([*]%) of the amounts forecasted for such months in the most recent previously delivered Forecast. Accompanying each Forecast, Amgen shall place a binding Purchase Order in accordance with Section 2.7 for Custom Insulet Devices for the first month period covered by contained in such Forecast. c. Each Party acknowledges and agrees that, except with respect to the last 18 Month Forecast Binding Portion of each Forecast, as soon reasonably practicable after Cabot becomes aware may be adjusted pursuant to Section 2.6(b), (a) the Forecasts are for planning purposes only, (b) Amgen will prepare such Forecasts in good-faith, but does not guarantee the accuracy of any material changes portions of such Forecasts, and (c) with the exception of the Binding Portion of the Forecasts, Insulet does not guarantee its ability to meet the requirements of such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderForecasts.

Forecasts. Cabot shall Promptly after the Effective Date, or upon release of an Assay for a Cartridge, as applicable, Zomedica agrees to provide CMC with forecasts to Qorvo a good faith rolling 24-month forecast of Zomedica’s required quantities of the Products (by Assay type) (the "Forecasts") “Forecast”). After delivery of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo no later than the first day of each calendar quarter. The quantities of each type of Product forecasted to be ordered in the first [*] months of each Forecast will be binding on the Parties. The quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of Products that Cabot expects any type of Product forecasted to purchase be ordered in such months [*] by an aggregate total of no more than 20% per type of Product from CMC (the "Forecasted Quantities")previously forecasted amount for such Product in any subsequent update of the Forecast. Similarly, the quantities of each type of Product forecasted to be ordered in months [*] of each Forecast will be binding on the Parties, subject to Zomedica’s right to increase or decrease the quantities of any type of Product forecasted to be ordered in such months [*] by an aggregate total of no more than 50% per type of Product from the previously forecasted amount for such Product in any subsequent update of the Forecast. The Forecasts shall identify remaining months [*] of any Forecast will be non-binding on the Forecasted Quantities Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: event that (a) not more than sixty this Agreement is terminated by Zomedica under Section 13.2 (60Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) but not less than thirty or Section 13.5 (30Additional Zomedica Termination Rights) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); or (b) Qorvo elects not more than sixty to renew this Agreement according to Section 13.1 (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term), a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); or (c) not more than sixty Qorvo proposes a material change to a Product pursuant to Section 7.6 (60Product Changes) but not less than thirty (30) days prior to on each July 1and Zomedica disagrees with such change in writing, a one (1) year Forecast indicating the Forecasted Quantity Zomedica will be responsible for the calendar year commencing cost of any quantities of Sensor Modules that are not consumed in connection with the supply to Zomedica of the Instrument and Cartridges but which were purchased by Qorvo to meet the Forecast and are specifically for use in connection with the Instruments and Cartridges to be supplied to Zomedica, unless otherwise agreed by the Parties. Notwithstanding the foregoing, Zomedica’s Forecasts will reflect its good faith expectation of demand for the Instrument and each type of Cartridge and Zomedica will act in a commercially reasonable manner to forecast orders to avoid knowingly creating production capacity delays or other issues for Qorvo or any Qorvo Supplier. Qorvo will have 10 Business Days following receipt of each Forecast to notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the following July 1 basis that such Forecast does not conform with this Section 7.2 (the "Annual Forecast"Forecasts); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, then Qorvo will be deemed to have accepted such Forecast. [*Confidential Treatment has been delivered hereunderrequested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.]

Forecasts. Cabot shall provide CMC with forecasts (the "Forecasts") A rolling written forecast of the quantities of Products orders that Cabot rEVO expects to purchase from CMC (place during the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities [***] of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, including requested Delivery Dates for such orders, shall be provided to LFB USA within [***] following the Effective Date. At least [***] in advance of each calendar [***] thereafter, rEVO shall submit to LFB USA a revised forecast. With respect to the initial forecast provided and all subsequent forecasts provided by rEVO to LFB USA, the following commitment principles apply: a. Forecasts shall specify the requested quantity and timing of VIALED PRODUCT or CLARIFIED PRODUCT deliveries. b. The first [***] of each rolling forecast shall constitute a binding commitment (each a “Binding Forecast”) by rEVO to purchase quantities of VIALED PRODUCT or CLARIFIED PRODUCT. Order timing will be specified by [***]. c. The second [***] of each rolling forecast shall constitute a partially binding commitment (each a “Partially Binding Forecast”) such that when rEVO submits the Binding Forecast indicating for such period, the Forecasted Quantity Binding Forecast may vary by [***] from the Partially Binding Forecast. Order timing will be specified by [***]. d. The following [***] of each rolling forecast after the Binding Forecast and Partially Binding Forecast shall constitute a nonbinding commitment (each a “Non-Binding Forecast”) by rEVO to purchase such quantities of .VIALED PRODUCT or CLARIFIED PRODUCT , provided that when rEVO submits the Partially Binding Forecast for such period, the Partially Binding Forecast may vary by [***] from the Non-Binding Forecast. Order timing may be specified by [***]. Within [***] of receipt of each month rolling forecast by LFB USA, LFB USA will acknowledge receipt of such rolling forecast and: • For the calendar quarter commencing Binding Forecast, either • confirm that it shall Manufacture the VIALED PRODUCT or the CLARIFIED PRODUCT on such January 1, April 1, July 1 the delivery date and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 quantities expected by rEVO during the TermBinding Forecast (“Binding Forecast Acceptance”), a semior • propose another delivery date to be agreed by rEVO. • For the Partially Binding Forecast and Non-annual Binding Forecast, LFB USA shall communicate any anticipated issues or concerns to rEVO in terms of quantities and timing expected by rEVO during Partially Binding Forecast indicating and the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Non-Binding Forecast. For the purposes of this AgreementCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderAS AMENDED.

Forecasts. Cabot shall Within [****] after the Effective Time, Aptevo will provide CMC Emergent with forecasts (a written, non-binding forecast of Batch purchases by Product by month for the "Forecasts") following [****]; provided that the number of Vials of each Product forecasted for each [****] will be specified in integer multiples of the quantities of Products that Cabot expects to purchase from CMC Minimum Batch Size as set forth on Schedule B (the "Forecasted Quantities"a “Forecast”). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot first [****]of which shall provide the following be binding on Aptevo and cannot be changed in subsequent Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "“Binding Six Month Forecast"); (c”) not and [****] of which may be increased or decreased by Aptevo by no more than sixty [****] of the number of Vials of Product (60on a Product-by-Product basis) but not less than thirty for the same [****] in the immediately preceding submitted Forecast (30) days prior to on each July 1each, a one (1) year Forecast indicating “Semi- Binding Forecast”). By the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1[****]thereafter, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall Aptevo will provide CMC with a revised eighteen (18) Month new Forecast for the remainder [****]commencing with the very next calendar [****] (a rolling forecast), the [****]of which shall be a Binding Six Month Forecast and [****]of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a [****], the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised of the eighteen second through [****] of the prior Forecast and the Semi-Binding Forecast shall be comprised of the eighth through [****] of the prior Forecast. The Forecast must include sufficient detail to identify planned purchases per [****] for [****]. Upon receipt of each Forecast, Emergent will provide an indication of Emergent’s ability to meet such Forecast (18a “Feasibility Opinion”) month period covered and a proposed schedule of Manufacturing dates for the following [****]to be updated on a [****] basis. With respect to Emergent, all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the last 18 Forecast and the Binding Six Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month and the Semi-Binding Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunder.

Forecasts. Cabot 4.3.1 The JSC shall discuss and determine when the first forecast should be provided by Licensee, but in any event Licensee shall provide CMC with forecasts it no later than [***] months before the anticipated notification by the EMA of the first approval of a Marketing Authorization for WHIM syndrome. 4.3.2 The first forecast shall be provided on the timeline set forth in Section 4.3.1, and thereafter, no later than the [***] day of every Calendar Quarter following the first forecast, Licensee shall continue in good faith to provide to X4 an [***] Calendar Quarter ([***] months) rolling forecast of Licensee's estimated requirements of the Licensed Product for the Territory (such [***] Calendar Quarter rolling forecast (including the first forecast in Section 4.3.1), the "Forecasts") of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted QuantitiesRolling Forecast"). The Forecasts shall identify the Forecasted Quantities first [***] months of the Products Rolling Forecast will be considered binding, both as regards quantities and timing, (such [***] months, the “Binding Forecast”, and the geographic locations for manufacture (i.e.remaining [***] months, the Aurora Plant, Davies “Non-Binding Forecast”) and hence will represent Licensee’s binding ordering quantities and timing for that [***] month period. This ordering and forecasting procedure will apply on a rolling basis. The initial [***] months of the Rolling Forecast shall be the [***] months immediately following the month that the forecast was delivered. The first [***] months of a newly submitted Binding Forecast shall be the same as the last [***] months of the prior Binding Forecast. The second [***] months of a newly submitted Binding Forecast may not deviate by greater than [***] or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to [***] on a monthly basis from the amount forecast by Licensee for the corresponding calendar months in its last Non-Binding Forecast. The first [***] months of each January 1newly submitted Non-Binding Forecast may not deviate by greater than [***] or less than [***] in aggregate from the amount forecast by Licensee for the corresponding calendar period in its last Non-Binding Forecast. By way of example, April 1in a newly submitted Rolling Forecast starting on 1 January, July 1 and October 1 during the Termforecast sums for the first [***] months i.e. [***] through [***] will, a Forecast indicating in aggregate, be the Forecasted Quantity same as the forecast sums for each month [***] through [***] of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (prior Binding Forecast; the "Quarterly Forecast"); (b) binding forecast sums for [***] through [***] of the newly submitted Binding Forecast may not more deviate by greater than sixty (60) but not [***] or less than thirty (30) days prior to on each July 1 and January 1 during [***] in aggregate from the Term, a seminon-annual binding forecast amount for [***] through [***] in the previous Rolling Forecast; the non-binding forecast sums for [***] through [***] of the newly submitted Rolling Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) may not more deviate by greater than sixty (60) but not [***] or less than thirty (30) days prior the [***]in aggregate from the non-binding forecast amount for [***] through [***] of that year in the previous Rolling Forecast. Notwithstanding any contrary provision hereunder, X4 shall not be obliged to on supply to Licensee quantity of Licensed Product higher than the demand within each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual submitted Binding Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot X4 will act in good faith and use Commercially Reasonable Efforts to fulfil any request from Licensee for increased demand beyond the Binding Forecast amount. If X4 believes that it cannot meet the Rolling Forecast it shall provide CMC with a revised eighteen (18) Month Forecast for the remainder notify Licensee within [***] Working Days of receipt of the eighteen relevant Rolling Forecast detailing specific concerns, and/or providing alternative quantities and/or timing, and the Parties shall promptly meet to discuss a resolution in good faith. 4.3.3 Licensee shall have the right to amend any part of a Rolling Forecast (18and amend or cancel any firm order placed in accordance with such Rolling Forecast) month period covered to the extent required as a result of (i) any action taken by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware Relevant Regulatory Authority which impacts the sale of any material changes to such 18 Month Forecast. For Licensed Product in the purposes of this AgreementTerritory; or (ii) Licensed Product being discontinued or withdrawn from the market for safety, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderquality or regulatory reasons.

Forecasts. Cabot shall provide CMC with forecasts (the "Forecasts") of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less Commencing no later than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during after the Term, a Forecast indicating the Forecasted Quantity for each month achievement by ArthroCare of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a milestone one (1) year in section 5.1(b), Collagen shall furnish ArthroCare a 6-month Forecast indicating the Forecasted Quantity for the calendar year commencing with estimated purchase dates and quantities of Licensed Products, and shall deliver an updated forecast on a rolling basis on the following July 1 (the "Annual Forecast"); and (d) on or around first day of each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing month. Such forecasts shall include monthly delivery schedules. Based on the July 1 (then current Forecast, ArthroCare will maintain in production capability and adequate materials and labor to meet the "18 Month Forecast")forecasted monthly delivery schedule for Licensed Products. ArthroCare shall release Licensed Products in accordance with the delivery schedule set forth on the then current Forest; provided, however, that: (a) Collagen may make changes to the delivery schedule and the quantities requested on the then current Forecast at any time up to 60 days prior to a scheduled delivery; (b) in the event that Cabot Collagen desires to increase the volume of any Licensed Products on an Order with less than 60 days notice to ArthroCare, ArthroCare shall provide CMC with use its best efforts to supply such increased volume of Licensed Products; and (c) ArthroCare shall not be required to accept any Order for a revised eighteen Licensed Product to the extent that it is based on a forecast that shows an increase in the volume of Licensed Product ordered that exceeds 25% of the average volume of such Licensed Product ordered during the preceding 90-day period; provided that (18c) Month shall not apply to the three months following the Effective Date. Collagen may place additional, unforecasted Orders for Licensed Products subject to ArthroCare’s acceptance, which acceptance shall not be unreasonably withheld. Such Forecasts shall create a firm commitment on Collagen to purchase and on ArthroCare to manufacture and supply Licensed Products according to the forecast for the upcoming two calendar months of such Forecast and shall be accompanied by an Order for such purchases, but shall not create a binding obligation on Collagen or ArthroCare for the remainder of the eighteen (18) such 6-month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderperiod.

Forecasts. Cabot The Parties agree to work together in good faith to prepare for the Commercial Launch of the Finished Product. a) Approximately six (6) months prior to the first day of the calendar quarter in which the Commercial Launch of the Finished Product is projected by the Parties to occur, Buyer shall provide CMC MonoSol with forecasts a twelve (the "Forecasts"12) month non-binding forecast of Buyer quantity requirements of the quantities Finished Product to prepare for Commercial Launch of, and for the twelve (12) months of Products sales following the Commercial Launch of, the Finished Product (collectively the “Launch Requirements”). b) To the extent the purchase order specifies delivery dates for the Finished Product that Cabot expects to are at least ninety (90) days after the date of purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities order issuance, not in excess of the Products forecast supplied under 4.1(a) or 4.1(d) as the case may be and Buyer does not during such 90-day period request any revisions or modifications to the geographic locations for manufacture (i.e.packaging or labelling, MonoSol shall supply the Finished Product in the requested quantities and otherwise in accordance with the terms and conditions of this Agreement. In the case of the Launch Requirements, the Aurora PlantParties agree to collaborate to coordinate appropriate delivery schedules and storage for such Launch Requirements within the Specifications. c) To the extent the purchase order specifies delivery dates for the Finished Product that are less than ninety (90) days after the date of purchase order issuance, Davies or materially in excess of the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC:forecast supplied under 4.1 (a) not more than sixty (60or Buyer does request any revisions or modifications to the packaging or labelling after the date of the purchase order, the Parties shall work together in good faith to achieve delivery of such Finished Product as soon as is reasonably practicable under the circumstances. d) but not No less than thirty one hundred twenty (30120) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating estimated date that the Forecasted Quantity for each month Commercial Launch of the calendar quarter commencing on such January 1Finished Product is projected to occur, April 1, July 1 Buyer shall provide MonoSol with a binding purchase order for its Launch Requirements of the Finished Product and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity revised forecast of its quantity requirements for the Finished Product for the subsequent twelve (12) calendar months. Following Commercial Launch by Buyer, Buyer shall thereafter issue firm purchase orders to MonoSol for the Finished Product on a rolling basis — each purchase order shall be accompanied by a non-binding forecast of Buyer quantity requirements for the Finished Product for the subsequent six (6) month months following the period commencing on such July 1 and January 1 (for which the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1purchase order is made, a one (1) year Forecast indicating provided that no forecasts or orders need be given for any period after the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes term of this Agreement, Forecasts delivered by Cabot . Buyer forecasts and orders shall reflect its good faith expectations of customer demand and Buyer shall act in a commercially reasonable manner to CMC after the execution hereof shall, upon the effectiveness of this Agreement, schedule orders to avoid creating production capacity problems for MonoSol. All purchase orders will be deemed to have been delivered hereundermade and fulfilled in batch size quantities only.

Forecasts. Cabot shall (a) To allow TDK to schedule production and control costs, Imation will provide CMC in good faith to TDK a rolling forecast of Products that Imation and its Subsidiaries expect to purchase from TDK for shipment over the next six (6) months, specifying the quantities of Product to be purchased on: (i) a weekly basis for the first month of such forecast and a monthly basis for the remaining five (5) months of such forecast; and (ii) a Product-by-Product and region-by-region basis with forecasts respect to each such month and week (the "Forecasts"“Rolling Forecast”). Imation will endeavor to deliver each such Rolling Forecast to TDK by the seventh (7th) day of the month preceding the period covered by such Rolling Forecast. The Rolling Forecast will be non-binding except as provided in Sections 4.1(b) and 4.1(c). (b) Imation will be obligated to purchase from TDK in any month (the “Purchase Month”) a quantity of a particular Product for a particular region (the “Forecasted Product”) equal to the highest of the following: (i) percent (**%) of the quantities quantity of Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast that Cabot expects was two-prior to purchase from CMC the then-current and timely submitted Rolling Forecast (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture “Current Rolling Forecast”) (i.e., when the Aurora Plant, Davies or Purchase Month was the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: third (a3rd) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly a preceding Rolling Forecast"); (bii) not more than sixty percent (60**%) but not less than thirty (30) days of the quantity of Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast prior to on each July 1 and January 1 during the TermCurrent Rolling Forecast (i.e., a semi-annual Forecast indicating when the Forecasted Quantity for Purchase Month was the six second (62nd) month period commencing on such July 1 and January 1 (the "Six Month of a preceding Rolling Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (iii) percent (**%) of the quantity of Forecasted Products forecasted for the Purchase Month in the Current Rolling Forecast (i.e., when the Purchase Month is the first (1st) month of the Current Rolling Forecast). (c) TDK will be obligated to supply to Imation in the Purchase Month a quantity of the Forecasted Products equal to the lowest of the following: (i) percent (**%) of the Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast that was two-prior to the Current Rolling Forecast (i.e., when the Purchase Month was the third (3rd) month of a preceding Rolling Forecast); (ii) percent (**%) of the quantity of Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast prior to the Current Rolling Forecast (i.e., when the Purchase Month was the second (2nd) month of a preceding Rolling Forecast); and ** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. (iii) percent (**%) of the quantity of Forecasted Products forecast for the Purchase Month in the Current Rolling Forecast (i.e., when the Purchase Month is the first (1st) month of the Current Rolling Forecast). (d) on or around Imation also will provide in good faith to TDK a non-binding twelve (12)-month forecast for Products to be purchased by Imation and its Subsidiaries as part of Imation’s operational planning process in December of each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderyear.

Forecasts. Cabot On the fifth day of each month commencing July, 1997, the Company shall provide CMC submit (i) a three-month forecast (each a "Short-Term Forecast") setting forth the Company's projected requirements for Outboards for the three months commencing with forecasts the month immediately following the month in which such forecast is submitted and (ii) an eight-month forecast (each a "Long-Term Forecast") for the eight months commencing with the fourth month following the month in which such forecast is submitted. The first month of each Short-Term Forecast shall be treated for all purposes hereof as a firm order and may vary by not more than 10% from the amount of Outboards forecasted to be purchased by the Company in such month in the immediately preceding Short-Term Forecast. The forecast for the second month of each Short-Term Forecast is a forecast only and may vary by not more than 15% from the amount of Outboards forecasted to be purchased by the Company during such month in the immediately preceding Short- Term Forecast. The forecast for the third month of any Short-Term Forecast is a forecast only and the obligation of Brunswick to supply Outboards to meet any firm order shall not exceed 160% of the number of Outboards first forecasted to be purchased for such month (as modified by the two immediately preceding sentences) in the Long-Term Closing Date Forecast or the initial Long-Term Forecast with respect to the month in question. Brunswick shall not be obligated to supply any Outboards ordered pursuant to any "firm order" under this Section 8 if the amount of Outboards ordered exceeds the amount of Outboards permitted to be included in the Short-Term Forecast containing such firm order (the "Forecasts") excess of the quantities of Products that Cabot expects amount ordered over the amount permitted to purchase from CMC (be included in a Short-Term Forecast being referred to as the "Forecasted QuantitiesExcess order"). The Forecasts However, Brunswick agrees to use its reasonable efforts to supply the Excess Order Outboards to the Company. In times of short supply of Outboards, Brunswick shall identify not discriminate against the Forecasted Quantities Company in attempting to fill orders for Outboards. However, Brunswick shall not be obligated to take any action that would unfairly affect the supply of Outboards to its distributor or dealer organization. Brunswick agrees to promptly notify the Products and Company, in writing, of any anticipated failure, refusal or inability to sell the geographic locations for manufacture (i.e.Outboards to the Company immediately upon receipt of information which reasonably leads Brunswick to conclude that such failure, refusal or inability is imminent. Following the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and (d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware occurrence of any material changes change in the status of any interruption of performance, Brunswick shall promptly, but in no event later than 3 business days following such occurrence, notify the Company in writing of such material change. In addition, Brunswick shall periodically inform the Company on a timely basis of the current status of the interruption and as to such 18 Month Forecast. For the purposes anticipated duration of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderinterruption.

Forecasts. Cabot shall provide CMC with forecasts (the "Forecasts") of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following Forecasts to CMC: (a) not more than sixty (60) but not less Commencing no later than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during after the Term, a Forecast indicating the Forecasted Quantity for each month achievement by ArthroCare of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast"); (b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast"); (c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a milestone one (1) year in section 5.1(b), Collagen shall furnish ArthroCare a 6-month Forecast indicating the Forecasted Quantity for the calendar year commencing with estimated purchase dates and quantities of Licensed Products, and shall deliver an updated forecast on a rolling basis on the following July 1 (the "Annual Forecast"); and (d) on or around first day of each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing month. Such forecasts shall include monthly delivery schedules. Based on the July 1 (then current Forecast, ArthroCare will maintain its production capability and adequate materials and labor to meet the "18 Month forecasted monthly delivery schedule for Licensed Products. ArthroCare shall release Licensed Products in accordance with the delivery schedule set forth on the then current Forecast"); provided, however, that: (a) Collagen may make changes to the delivery schedule and the quantities requested on the then current Forecast at any time up to * * * prior to a scheduled delivery; (b) in the event that Cabot Collagen desires to increase the volume of any Licensed Products on an Order with less than * * * notice to ArthroCare, ArthroCare shall provide CMC with use its best efforts to supply such increased volume of Licensed Products; and (c) ArthroCare shall not be required to accept any Order for a revised eighteen Licensed Product to the extent that it is based on a forecast that shows an increase in the volume of Licensed Product ordered that exceeds * * * of the average volume of such Licensed Product ordered during the preceding * * * period; provided that (18c) Month shall not apply to the three months following the Effective Date. Collagen may place additional, unforecasted Orders for Licensed Products subject to ArthroCare's acceptance, which acceptance shall not be unreasonably withheld. Such Forecasts shall create a firm commitment on Collagen to purchase and on ArthroCare to manufacture and supply Licensed Products according to the forecast for the upcoming two calendar months of such Forecast and shall be accompanied by an Order for such purchases, but shall not create a binding obligation on Collagen or ArthroCare for the remainder of the eighteen (18) such 6-month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast. For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunderperiod.