Common use of Demand Forecast Clause in Contracts

Demand Forecast. 11.3.1. As soon as reasonably practicable, Insmed shall provide written notice to Therapure of the date on which Insmed intends to request the first delivery of ARIKACE for commercial distribution (the “Commercial Manufacturing Date”). 11.3.2. Prior to delivery of the Demand Forecast under Section 11.3.3(i), Insmed and Therapure shall reasonably discuss in good faith Insmed’s anticipated supply requirements for ARIKACE. All such discussions shall be non-binding on both parties. 11.3.3. Insmed shall provide to Therapure: (i) [***] months before the Commercial Manufacturing Date, an initial forecast covering the [***] month period following the Commercial Manufacturing Date; and (ii) prior to the first day of each calendar quarter during the Term, commencing with the calendar quarter which includes the Commercial Manufacturing Date, a forecast covering a rolling [***] month period, setting out in each case Insmed’s requirements for ARIKACE for each month during the applicable [***] month period. The forecasts under clauses (i) and (ii) above are “Demand Forecasts”. 11.3.4. Therapure shall accept or reject each Demand Forecast in writing to Insmed within [***] Business Days. Any rejection of a Demand Forecast by Therapure shall be accompanied by a written reason for such rejection. If Therapure fails to provide Insmed with such written acceptance or rejection within the [***] Business Day period, Therapure shall be deemed to have accepted the Demand Forecast. Therapure may only reject a Demand Forecast submitted in accordance with Section 11.3.3 if Therapure is limited by capacity restraints; provided, that the cost of any portion of the ARIKACE under a Demand Forecast rejected by Therapure shall be removed from the applicable Annual Minimum Batch Processing Fee Amount for the applicable Year. Notwithstanding the foregoing, Therapure may not reject (i) any portion of a Demand Forecast containing a previously accepted Binding Portion; or (ii) any portion of a Demand Forecast pursuant to which a Firm Portion becomes a Binding Portion so long as the applicable portion of the Demand Forecast complies with Section 11.3.6. 11.3.5. The first [***] of each Demand Forecast accepted by Therapure shall be binding on Insmed and Therapure and shall obligate Therapure to Manufacture, sell and deliver to Insmed the specified quantity of ARIKACE, all in accordance with the terms and conditions of this Agreement (such first 6 month period, the “Binding Portion”). 11.3.6. The [***] of each Demand Forecast accepted by Therapure shall be semi-binding on Insmed and Therapure in accordance with this Section 11.3.6 (such second [***] period, the “Firm Portion”). The forecasted quantity of ARIKACE for [***] of each Demand Forecast (i) shall not vary (either up or down) by more than the greater of (x) [***] percent or (y) [***], for any such month in any subsequent Demand Forecast and (ii) may not be changed in Demand Forecasts more than [***] times while in such firm period. 11.3.7. The [***] of each Demand Forecast are non-binding on both Parties and not subject to any forecasting restrictions but should represent good faith estimates on the part of Insmed. 11.3.8. An example of the Demand Forecast described in Section 11.3 is set out in Schedule D and is provided by way of example only.

Demand Forecast. 11.3.1. As soon Following receipt of a Monthly Planning Statement as reasonably practicablecontemplated by Section 3.3, Insmed the Purchaser shall provide deliver to Inotera a written notice to Therapure of the date on which Insmed intends to request the first delivery of ARIKACE for commercial distribution (the “Commercial Manufacturing Date”). 11.3.2. Prior to delivery of the Demand Forecast under Section 11.3.3(i), Insmed and Therapure shall reasonably discuss in good faith Insmed’s anticipated supply requirements for ARIKACE. All such discussions shall be non-binding on both parties. 11.3.3. Insmed shall provide to Therapure: forecast of the Purchaser’s demand (ieach, a “Demand Forecast”) [***] months before the Commercial Manufacturing Date, an initial forecast covering for the [***] month Fiscal Months (or such other period following as may be agreed in writing by the Commercial Manufacturing Date; and Parties) covered by such Monthly Planning Statement. Each Demand Forecast (iia) prior to shall include the first day total number of each calendar quarter during Conforming Wafers (broken out by Design ID and Process Node) and Pre-Qual Engineering Wafers (broken out by Design ID and Process Node) requested by the Term, commencing with Purchaser for the calendar quarter which includes the Commercial Manufacturing Date, a forecast covering a rolling [***] month period, setting period covered by such Demand Forecast (broken out in each case Insmed’s requirements for ARIKACE for each month during the applicable [***] month period. The forecasts under clauses (iweekly) and (iib) above are “Demand Forecasts”. 11.3.4shall be consistent with the Committed Purchaser Manufacturing Capacity and Boundary Conditions set forth in the Monthly Planning Statement to which it relates. Therapure shall accept or reject each Demand Forecast in writing DLI-266521234v1 3.5 Response to Insmed within [***] Business DaysForecast; Resolution of Conflicts. Any rejection Following receipt of a Demand Forecast as contemplated by Therapure Section 3.4, Inotera shall be accompanied by deliver to the Purchaser a written reason for such rejection. If Therapure fails to provide Insmed with such written acceptance or rejection within the [***] Business Day periodresponse that, Therapure shall be deemed to have accepted the Demand Forecast. Therapure may only reject a Demand Forecast submitted in accordance with Section 11.3.3 if Therapure is limited by capacity restraints; provided, that the cost of any portion of the ARIKACE under a Demand Forecast rejected by Therapure shall be removed from the applicable Annual Minimum Batch Processing Fee Amount for the applicable Year. Notwithstanding the foregoing, Therapure may not reject (i) any portion of a Demand Forecast containing a previously accepted Binding Portion; or (ii) any portion of a Demand Forecast pursuant to which a Firm Portion becomes a Binding Portion so long as the applicable portion of the such Demand Forecast complies delivered by the Purchaser was consistent with Section 11.3.6. 11.3.5. The first [***] of each the Committed Purchaser Manufacturing Capacity and Boundary Conditions set forth in the Monthly Planning Statement to which it relates, indicates Inotera commits to supply Conforming Wafers and Pre-Qual Engineering Wafers based on such Demand Forecast accepted by Therapure shall be binding on Insmed and Therapure and shall obligate Therapure (each, a “Response to Manufacture, sell and deliver to Insmed the specified quantity of ARIKACE, all in accordance with the terms and conditions of this Agreement (such first 6 month period, the “Binding Portion”). 11.3.6. The [***] of each Demand Forecast accepted by Therapure shall be semi-binding on Insmed and Therapure in accordance with this Section 11.3.6 (such second [***] period, the “Firm PortionForecast”). The forecasted quantity In preparing any Response to Forecast at any time the Committed Purchaser Manufacturing Capacity is less than 100% of ARIKACE the Manufacturing Capacity of Inotera at the Inotera Fab, (a) if there is a conflict with respect to the manufacture of wafers for the Purchaser pursuant to this Agreement and the manufacture of wafers for [***] of each Demand Forecast (i) shall not vary (either up or down) by more than pursuant to the greater of (x) [***] percent or (y) [***], such conflict shall be resolved [***] number of wafers to be manufactured for the [***], and (b) if there is a conflict with respect to the manufacture of wafers for the Purchaser pursuant to this Agreement and the manufacture of wafers or other products for any such month in any subsequent Demand Forecast and (ii) may not be changed in Demand Forecasts more Person other than [***] times while in pursuant to the [***], such firm period. 11.3.7. The conflict shall be resolved [***] and the manufacture of each Demand Forecast are non-binding on both Parties and not subject to any forecasting restrictions but should represent good faith estimates on wafers for the part of Insmed[***]. 11.3.8. An example of the Demand Forecast described in Section 11.3 is set out in Schedule D and is provided by way of example only.