Common use of Forecasts and Orders Clause in Contracts

Forecasts and Orders. (a) Within [***] following the first commercial release of an Array as a Collaboration Product, and within [***] from the beginning of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a [***] (except as set forth in Section 4.01) rolling forecast of Arrays covering the next [***], broken down into [***] increments (and by type of Array if more than one involved). If orders are placed with BT that exceed such rolling forecast, BT shall [***] but (unless BT nonetheless accepts such order) BT [***]. Orders [***] of the current quarter forecast shall not trigger the failure to supply provision in Section 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for orders in [***] of the forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order (“Order”) therefor, which (a) will specify the type and quantity of such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with the requirements of this Agreement. (b) Within [***] following the first anniversary of the Effective Date, or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the [***], broken down into [***] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which (a) will specify the type and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreement. Table of Contents (c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted and ordered in a manner similar to that provided for in (a) and (b) above.

Forecasts and Orders. 3.1 Forecasting and ordering of Product(s) under this Agreement shall be conducted: (aA) Within [***] following on a pull Manufacturing basis in respect of the first commercial release Products as set out in clauses 3.2 and 3.4; or (B) on a Toll Manufacturing Basis in respect of an Array Products that are Tolled Products as a Collaboration Productset out in clause 5 (Toll Manufacture) and Exhibit 7 (Toll Manufacturing Provisions), and within [***] from and (C) on the beginning fifth (5th) Business Day of each calendar quarter thereafter during month commencing not later than the term calendar month following the calendar month in which the Effective Date falls (or at such other dates as may be agreed between the Parties), the Purchaser shall provide to the Supplier a rolling demand forecast schedule (in such physical written format (as opposed to a data exchange) exchangeable by email as is agreed by the Parties) which shall align with the applicable Gating Plan for that Gating Year and comprise a good faith estimate of its anticipated aggregate monthly requirements for Products for at least the following twenty-four (24) months or, in each case, such shorter period remaining under the Term (including any proposed extension thereof), in accordance with clause 3.2 ( the “Forecast Schedule”). (A) Manufacturing and supply of Products under this AgreementAgreement shall be pursuant to the Forecast Schedules and to the Firm Orders submitted by the Purchaser, AB as further described in this clause 3.2. (B) The initial Forecast Schedule is attached to this Agreement at Exhibit 14 (Initial Product Forecast Schedule) and the Parties agree that the Purchaser and the Supplier shall furnish be bound by the volumes of Products shown in the Firm Zone of such initial Forecast Schedule as at the Effective Date. The initial Forecast Schedule shall reflect the migration of all orders that are in progress immediately prior to BT the Effective Date. (C) Provided that the volumes of Products shown in the Firm Zone of each Forecast Schedule align with the requirements of the Gating Plan in respect of such Products, such volumes shall be deemed to be firm orders binding on the Purchaser and the Supplier, and the quantities included for each Product in any Firm Zone may not be varied in any subsequent Forecast Schedule unless the Supplier agrees in writing (each such firm order being a [***] “Firm Order”). Each Firm Order shall be for not less than the Minimum Order Quantity of Product and, if greater than the Minimum Order Quantity, shall be for the Minimum Order Quantity plus one or more multiples of the Minimum Order Quantity. If the volumes specified in the Firm Order do not comply with this requirement then such variation to such volumes must be agreed between the Parties as part of the Firm Order confirmation process set out at 3.2(E). (except D) The Purchaser shall submit each Forecast Schedule either electronically or by such other means that the Manufacturing and Supply Team shall determine and to such location as reasonably requested by the Supplier in writing. No oral communications shall comprise a commitment to supply. Each Firm Order shall specify the volumes of Product required and the Purchaser’s requested Delivery date in accordance with the applicable Lead Time requirements as set forth out in Section 4.01Exhibit 1 (Products). (E) rolling forecast of Arrays covering the next [***], broken down into [***] increments (and by type of Array if more than one involved). If orders are placed with BT The Supplier shall respond to each Firm Order that exceed such rolling forecast, BT shall [***] but (unless BT nonetheless accepts such order) BT [***]. Orders [***] of the current quarter forecast shall not trigger the failure to supply provision in Section 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for orders in [***] of the forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order (“Order”) therefor, which (a) will specify the type and quantity of such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance complies with the requirements of this Agreement.clause 3.2 (including the applicable Gating Plan): (bi) Within [***] following within two (2) Business Days of receipt (or such other date as agreed between the first anniversary Parties) to acknowledge receipt of the Effective DateFirm Order; and (ii) within ten (10) Business Days of receipt (or such other date as agreed between the Parties) to confirm the applicable order Delivery date and the volumes of Product required. In the event that the Supplier fails to respond to any Firm Order within ten (10) Business Days after acknowledging it, or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the [***], broken down into [***] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast Supplier shall be binding on AB while deemed to have acknowledged and accepted that Firm Order. Unless otherwise agreed by the [***] Parties, the Supplier shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, obliged to acknowledge Firm Orders which (a) will specify the type and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance comply with the requirements of this Agreementclause 3.2 without proposed amendments. Table The response (or deemed response) will include confirmation of Contentsthe Delivery date. To the extent that the Supplier proposes an amendment to the Firm Order, the Purchaser shall respond to any proposed amendments to the Firm Order within ten (10) Business Days confirming whether it accepts or rejects such proposed amendments. If the Purchaser: (ciii) Any other System Components accepts such amendments, the Firm Order together with the relevant amendments shall be deemed to be supplied acknowledged and accepted by BT to AB hereunder the Supplier and shall be forecasted binding on both Parties; or (iv) rejects such proposed amendments; the Parties will discuss the proposed amendments in good faith as promptly as practicable, but not more than five (5) Business Days following such rejection. The Parties agree that if the Parties cannot agree an amendment to the Firm Order pursuant to this clause 3.2(E) that the Firm Order initially submitted without the suggested amendments shall be binding on the Parties to the extent it is in accordance with this clause 3.2 and ordered the applicable Gating Plan, provided that the Supplier may refer the matter for resolution in a manner similar accordance with clause 16 (Dispute Escalation), in which case such matter shall be determined in accordance with clause 16 (Dispute Escalation). (F) The Purchaser, either electronically or by such other means determined by the Manufacturing and Supply Team, shall deliver to that provided for the Supplier purchase orders corresponding to the Product volumes shown in (athe Firm Orders to such location as reasonably requested by the Supplier in writing. The purchase order shall be in such form as is mutually agreed by the Manufacturing and Supply Team and shall specify the Product(s) and country(ies) to which it relates; have assigned to it a number which shall be used by the Parties in all correspondence relating thereto and shall be submitted in accordance with the Lead Times set out in Exhibit 1 (bProducts) aboveand the applicable Firm Zone for the Product(s) shown in each Firm Order so that the Supplier may process the Firm Orders. (G) The Supplier will supply Product in accordance with Firm Orders that comply with this clause 3.2 and the applicable Gating Plan and for which the Supplier receives purchase orders in accordance with clause 3.2(F), unless such requirements are changed in accordance with clause 3.2(H) or clause 3.2(I). (H) Without prejudice to the Parties’ obligations with respect to the Firm Zone of any Forecast Schedule, if discussion of the relevant requirements of a Firm Order is requested by the Supplier, then the relevant planning personnel from both Parties will discuss in good faith, provided that the Supplier shall have no obligation to agree any production schedule or Delivery timetable which would exceed the applicable Gating Volumes for the relevant Product as set out in the Gating Plan for that Gating Year. (I) The Purchaser and the Supplier shall each establish a single point of ordering and forecasting in respect of Products for the purposes of carrying out its obligations under this clause 3.2, subject to any agreed delegation of supply and/or invoicing and/or payment to Nominated Suppliers or other Affiliates of a Party in accordance with this Agreement.

Forecasts and Orders. (a) Within PRODUCTION FORECASTS. INHALE shall provide the CMs with rolling [***] following production forecasts of its anticipated purchases of Devices, Base Units, Transjectors and ▇▇▇▇▇▇▇▇. Such production forecasts shall not require Devices, Base Units, Transjectors or ▇▇▇▇▇▇▇▇ to be manufactured in amounts in excess of the Agreed Capacity Levels. The first commercial release of an Array as a Collaboration Product, and within these production forecasts will be provided no less than [***] from and will state the beginning quantities of each Devices, Base Units, Transjectors and ▇▇▇▇▇▇▇▇ that INHALE expects to be delivered during the calendar quarter in which the anticipated first delivery of Devices, Base Units, Transjectors and ▇▇▇▇▇▇▇▇ will occur. Each production forecast will be dated and production forecasts will thereafter during the term of this Agreement, AB shall furnish to BT be updated on a quarterly basis not later than [***] (except as set forth in Section 4.01) rolling forecast of Arrays covering the next [***], broken down into [***] increments (and by type of Array if more than one involved). If orders are placed with BT that exceed such rolling forecast, BT shall [***] but (unless BT nonetheless accepts such order) BT [***]. Orders Each subsequent production forecast will state the quantities of Devices, Base Units, Transjectors and ▇▇▇▇▇▇▇▇ that INHALE expects to be delivered in each of the [**] calendar [**] beginning, [**] The production forecast for deliveries occurring in the calendar quarter beginning [**] shall be binding and shall provide for quantities [**] of the current quantities contained in the production forecast for such quarter given one quarter earlier. The production forecast shall not trigger the failure to supply provision for deliveries occurring in Section 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for orders in [***] of the forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order (“Order”) therefor, which (a) will specify the type and quantity of such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with the requirements of this Agreement. (b) Within [***] following the first anniversary of the Effective Date, or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the [***], broken down into [***] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the [***] shall not be binding commitments by ABnon-binding. AB or its Affiliates will order Instruments by issuing an Order thereforThe Parties recognize that such production forecasts may change over time based on commercial and regulatory developments and other factors. In this connection, which (a) will specify the type and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually CMs agree to work with INHALE and its Pharmaceutical Collaborators to reduce, as reasonably practicable, their financial exposure relative to changes in such production forecasts. Such cooperation will be included. BT hereby accepts all Orders placed in compliance consistent with the requirements CMs' obligations under Section 4.9 hereof. In the event it is not reasonably practicable for the CMs to reduce their financial exposure with respect to changes in any binding production forecast, nothing in this Section 4.9 shall relieve INHALE of this Agreement. Table of Contents (c) Any other System Components its obligations with respect to be supplied by BT to AB hereunder shall be forecasted and ordered in a manner similar to that provided for in (a) and (b) aboveany binding purchase order.

Forecasts and Orders. (a) Within 4.1 Forecast. Commencing [***] following the first commercial release of an Array as a Collaboration Product, and within [***] from prior to the beginning anticipated date of first Regulatory Approval in any Major Market Country, Licensee shall submit to Acorda on or before the first Business Day of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT month a [*****] (except as set forth in Section 4.01) rolling forecast that sets forth the total quantity of Arrays covering Product for supply that Licensee either has ordered, desires to order, or expects to order from Acorda within the next [***]**] period (the “Forecast”). In the Forecast, broken down into Licensee shall include a breakdown of the total quantity of Product forecast on a month-by-month and country-by-country basis. (a) Firm Period and Semi-Firm Period. Once Regulatory Approval for the Product has been received in a Major Market Country or the United States, the monthly breakdown of the [***] increments (and by type of Array if more than one involved). If orders are placed with BT that exceed such rolling forecast, BT shall [***] but (unless BT nonetheless accepts such order) BT [***]. Orders [***] of the current quarter forecast Forecast shall not trigger include a firm, irrevocable order for the failure to supply provision in Section 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for orders in first [*****] of the forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order Forecast (“OrderFirm Period”) therefor), which (a) will specify shall be the type and subject of a binding Purchase Order delivered in accordance with Section 4.5. For purposes of clarity, in the event that a Forecast delivered to Acorda in accordance with the terms of this Agreement lists a total quantity of such Arrays ordered, place(s) Product for supply for each of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with the requirements of this Agreement. (b) Within first [***] following the first anniversary of the Effective Date, or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during such Forecast as zero (0), the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the Firm Order for such [***], broken down into **] period shall be for a quantity of zero (0). The next [***] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast the Forecast period shall be a semi-firm period that is non-binding on AB while the (“Semi-Firm Period”); provided, that, subject to Section 4.3(c), if Licensee requests more than a [*****] increase in the ordered quantities of Product for such Semi-Firm Period, Acorda shall not be binding commitments by ABhave the right to change the lead time for delivery of the Product if such a change is commercially reasonable given the increase in ordered Product quantity. AB or The remainder of the Forecast is non-binding. 4.2 Long-Term Forecast. Not later than July 1st in each Calendar Year, Licensee shall provide Acorda a [*****] forecast of its Affiliates will order Instruments by issuing estimated requirements of the Product, broken down on an Order thereforannual basis. For the avoidance of doubt, which (a) will specify the type except with respect to any Firm Period included in such [*****] forecast and quantity of such Instruments ordered, place(s) of delivery, and delivery date(ssubject to Section 4.3(c), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of any long-term forecast provided by Licensee under this Agreement. Table of Contents (c) Any other System Components to be supplied by BT to AB hereunder Section 4.2 shall be forecasted and ordered in a manner similar to that provided for in (a) and (b) abovenon-binding.

Forecasts and Orders. (a) Within [***] following ABBI agrees to provide Forecasts, Firm Forecasts and Firm Orders for Products in whole batch increments for each Product by National Drug Code (“NDC”) in accordance with the first commercial release procedures set forth in this Section 2.4. AZ shall use commercially reasonable efforts to deliver Products ordered in accordance with timelines set forth in the Firm Orders submitted by ABBI in accordance with this Section 2.4. (b) ABBI shall submit an initial firm order (“Initial Firm Order”) upon execution of an Array this Agreement for the entire inventory of the Products in final form and labeled for sale in the Territory then held by AZ anywhere in the world on and as of such date. The Initial Firm Order shall not specify a Collaboration Product, and within delivery date that is not [***] from the beginning of each calendar quarter thereafter during the term date of this Agreement. AZ and ABBI agree that, AB as part of the Initial Firm Order, AZ shall furnish supply to BT ABBI, not less than a [***], based on the [***] and that, notwithstanding the preceding sentence, such amount of [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of that part of the Initial Firm Order that consists of [***] is included in the Purchase Price (as defined in the Asset Purchase Agreement), and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this Agreement. (c) Within two business days following the Effective Date, or on such other date as may be agreed to by the Parties in writing, ABBI shall provide to AZ a non-binding forecast of ABBI ‘s requirements for each Product by NDC for a [***] (except as set forth in Section 4.01) a “Forecast”). Such Forecast shall be revised quarterly for a rolling forecast of Arrays covering the next [***], broken down into [***] increments (period and by type delivered to AZ on the first day of Array if more than one involved)each calendar quarter. If orders are placed with BT that exceed such rolling forecastIn addition, BT for the purposes of AZ’s long-term planning, ABBI shall provide a non-binding best estimate of a [***] but forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement. (unless BT nonetheless accepts d) Within ten (10) business days after the Effective Date of this Agreement, ABBI shall submit to AZ a non-cancelable purchase order (a “Firm Order”) for ABBI’s orders of Products by NDC to be delivered during the remainder of the current calendar quarter and the following first full calendar quarter. Thereafter, ABBI shall submit a Firm Order no later than the first day of each calendar quarter for all of ABBI’s orders of Products by NDC to be delivered in the following calendar quarter. ABBI shall also submit to AZ along with such orderFirm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a “Firm Forecast”). (See Schedule E attached hereto.) BT The volume set forth in any Firm Order may not deviate more than [***]] for each Product by NDC from the Firm Forecast submitted to AZ by ABBI for such calendar quarter. (e) AZ will respond within [***] of receiving each of ABBI’s quarterly rolling Forecast, Firm Forecast and Firm Order, and will either (i) confirm acceptance by AZ of the Forecast, Firm Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate dialogue between the Parties to arrive at mutually acceptable values for the Forecast, Firm Forecast and Firm Order. Orders AZ will use commercially reasonable efforts to accommodate any additional quantity of Products requested by ABBI after the Firm Order has been submitted to AZ, but AZ shall not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply more than [***] of the current aggregate volume of each Product by NDC for such calendar quarter forecast shall not trigger set forth in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the failure to supply provision Parties, in Section 7.02writing. HoweverFurthermore, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB in the event that ABBI submits a Firm Order for orders in a volume that is less than [***] of the forecast. AB or its Affiliates will order Arrays volume of any Product(s) by issuing NDC indicated in the Firm Forecast for such calendar quarter, and AZ elects to BT accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a purchase order (“Order”) therefor, which (a) will specify the type and quantity result of such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with order shortfall for the requirements of this Agreement. (b) Within [***] following the first anniversary other Affiliates of the Effective Date, AZ or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the [***], broken down into [***] increments (and for future periods covered by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which (a) will specify the type and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreement. Table If AZ is unable to utilize such Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the right to invoice ABBI for the cost of Contents (c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted all Components, Materials and ordered Work in Progress that AZ discarded as a manner similar to that provided for in (a) and (b) aboveresult of such order shortfall.

Forecasts and Orders. (a) Within [***] following ABBI agrees to provide Forecasts, Firm Forecasts and Firm Orders for Products in whole batch increments for each Product by National Drug Code ("NDC") in accordance with the first commercial release procedures set forth in this Section 2.4. AZ shall use commercially reasonable efforts to deliver Products ordered in accordance with timelines set forth in the Firm Orders submitted by ABBI in accordance with this Section 2.4. (b) ABBI shall submit an initial firm order ("Initial Firm Order") upon execution of an Array this Agreement for the entire inventory of the Products in final form and labeled for sale in the Territory then held by AZ anywhere in the world on and as of such date. The Initial Firm Order shall not specify a Collaboration Product, and within delivery date that is not [***] from the beginning of each calendar quarter thereafter during the term date of this Agreement. AZ and ABBI agree that, AB as part of the Initial Firm Order, AZ shall furnish supply to BT ABBI, not less than a [***], based on the [***] and that, notwithstanding the preceding sentence, such amount of [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of that part of the Initial Firm Order that consists of [***] is included in the Purchase Price (as defined in the Asset Purchase Agreement), and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this Agreement. (c) Within two business days following the Effective Date, or on such other date as may be agreed to by the Parties in writing, ABBI shall provide to AZ a non-binding forecast of ABBI �s requirements for each Product by NDC for a [***] (except as set forth in Section 4.01) a "Forecast"). Such Forecast shall be revised quarterly for a rolling forecast of Arrays covering the next [***], broken down into [***] increments (period and by type delivered to AZ on the first day of Array if more than one involved)each calendar quarter. If orders are placed with BT that exceed such rolling forecastIn addition, BT for the purposes of AZ's long-term planning, ABBI shall provide a non-binding best estimate of a [***] but forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement. (unless BT nonetheless accepts d) Within ten (10) business days after the Effective Date of this Agreement, ABBI shall submit to AZ a non-cancelable purchase order (a "Firm Order") for ABBI's orders of Products by NDC to be delivered during the remainder of the current calendar quarter and the following first full calendar quarter. Thereafter, ABBI shall submit a Firm Order no later than the first day of each calendar quarter for all of ABBI's orders of Products by NDC to be delivered in the following calendar quarter. ABBI shall also submit to AZ along with such orderFirm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a "Firm Forecast"). (See Schedule E attached hereto.) BT The volume set forth in any Firm Order may not deviate more than [***]] for each Product by NDC from the Firm Forecast submitted to AZ by ABBI for such calendar quarter. (e) AZ will respond within [***] of receiving each of ABBI's quarterly rolling Forecast, Firm Forecast and Firm Order, and will either (i) confirm acceptance by AZ of the Forecast, Firm Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate dialogue between the Parties to arrive at mutually acceptable values for the Forecast, Firm Forecast and Firm Order. Orders AZ will use commercially reasonable efforts to accommodate any additional quantity of Products requested by ABBI after the Firm Order has been submitted to AZ, but AZ shall not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply more than [***] of the current aggregate volume of each Product by NDC for such calendar quarter forecast shall not trigger set forth in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the failure to supply provision Parties, in Section 7.02writing. HoweverFurthermore, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB in the event that ABBI submits a Firm Order for orders in a volume that is less than [***] of the forecast. AB or its Affiliates will order Arrays volume of any Product(s) by issuing NDC indicated in the Firm Forecast for such calendar quarter, and AZ elects to BT accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a purchase order (“Order”) therefor, which (a) will specify the type and quantity result of such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with order shortfall for the requirements of this Agreement. (b) Within [***] following the first anniversary other Affiliates of the Effective Date, AZ or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the [***], broken down into [***] increments (and for future periods covered by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which (a) will specify the type and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreement. Table If AZ is unable to utilize such Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the right to invoice ABBI for the cost of Contents (c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted all Components, Materials and ordered Work in Progress that AZ discarded as a manner similar to that provided for in (a) and (b) aboveresult of such order shortfall.

Forecasts and Orders. (a) Within [***] following 4.1 In order that GENSIA SICOR may properly and economically forecast procurement planning with respect to the first commercial release of an Array as a Collaboration Product, and PURCHASER shall, commencing with the [ * ] immediately following approval of a Cyclosporine Formulation of PURCHASER, submit to GENSIA SICOR within [***[ * ] from business days after the beginning of such [ * ] and ---------------------- * Confidential Treatment Requested; confidential portion has been filed separately with the SEC. 4.1.1 A Firm Order may not be canceled, and, following performance by GENSIA SICOR (for itself and through SICOR, as appropriate) of its obligations hereunder with respect to such order, PURCHASER shall be obligated to pay the price for said order as provided in Article 5 hereof. The total amount of each calendar Product ordered by PURCHASER for delivery in any [ * ] for which an order is required may not be less than [ * ] percent ([ * ]) of PURCHASER's [ * ] of its [ * ]. In addition, GENSIA SICOR's supply obligation will not extend to more than [ * ] percent ([ * ]) of PURCHASER's [ * ] of its [ * ]. If a PURCHASER Product requirement for any quarter thereafter during exceeds [ * ] of PURCHASER's [ * ], GENSIA SICOR and PURCHASER will discuss in good faith the term additional amount, if any, that GENSIA SICOR is willing to supply consistent with its other obligations and PURCHASER will adjust its order accordingly. 4.2 The parties shall meet from time to time to review the estimated quantities in each forecast and any Firm Order then outstanding and to consult on matters relating to the scheduling of this Agreementmanufacture, AB shall furnish import and delivery of the Product but without prejudice and subject to BT a [***] (except as the obligations of the parties set forth in Section 4.01) rolling forecast of Arrays covering the next [***], broken down into [***] increments (and by type of Array if more than one involved). If orders are placed with BT that exceed such rolling forecast, BT shall [***] but (unless BT nonetheless accepts such order) BT [***]. Orders [***] of the current quarter forecast shall not trigger the failure to supply provision in Section 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for orders in [***] of the forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order (“Order”) therefor, which (a) will specify the type and quantity of such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with the requirements of this Agreement. 4.3 Concurrent with execution of this Restated Agreement, Purchaser hereby places Firm Orders (b) Within [***] following the first anniversary and GENSIA SICOR hereby acknowledges receipt and acceptance of the Effective Date, or same on its behalf and by SICOR) for the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast quantities of the Instruments Product set forth in Exhibit A (7 hereto. Notwithstanding the “BT Manufactured Instruments”) covering foregoing, the [***parties acknowledge that those Firm Orders set forth in Exhibit 7 with a scheduled delivery date after [ * ], broken down into [***are conditioned upon earlier receipt of AADA approval by GENSIA SICOR from the FDA to manufacture Product at its [ * ] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which (a) will specify the type and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreement. Table of Contents (c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted and ordered in a manner similar to that provided for in (a) and (b) abovefacility.

Forecasts and Orders. (a) Within [***] Every ninety (90) days during the Term, Can-Am shall provide AMG with (i) a good faith forecast (a "Forecast") of its anticipated purchases of M/C Lancets during each of the four (4) three-month periods ("Quarters") following the first commercial release date of an Array as a Collaboration Productthe forecast (the "Forecast Date"), and within [***] (ii) a binding purchase order ("Purchase Order") for M/C Lancets to be shipped from time to time in accordance with the beginning of each calendar quarter thereafter during the term provisions of this Agreement, AB shall furnish . Can-Am agrees to BT a [***] purchase from AMG (except as set forth in Section 4.01A) rolling forecast of Arrays covering the next [***], broken down into [***] increments (and by type of Array if more no less than one involved). If orders are placed with BT that exceed such rolling forecast, BT shall [***] but (unless BT nonetheless accepts such order) BT [***]. Orders [***] 100% of the current quarter forecast shall not trigger M/C Lancets that it forecasted that it would purchase during the failure to supply provision in Section 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for orders in [***] first two Quarters of the forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order (“Order”) therefor, which (a) will specify the type and quantity of such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labelingmost recent Forecast, and (cB) such other information as no less than 85% of the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with M/C Lancets that it forecasted that it would purchase during the requirements third and fourth Quarters of this Agreementits most recent Forecast. (b) Within [***] following Can-Am shall authorize shipment of M/C Lancets by issuing a Purchase Order to AMG, and AMG shall cause M/C Lancets to be shipped in accordance with the first anniversary Purchase Order. Each Purchase Order shall be in the form of the Effective Date, or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A hereto. Each Purchase Order shall identify (i) the “BT Manufactured Instruments”quantity and other characteristics (including pack size, packaging information, gauge, SKU and color) covering of M/C Lancets to be delivered and (ii) the [***]required delivery date, broken down into [***] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the [***] which date shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which less than ten (a10) will specify days after the type and quantity date of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreement. Table of Contentsrelevant Purchase Order. (c) Any other System Components AMG shall promptly acknowledge each Purchase Order by signing and returning to be supplied by BT to AB hereunder Can-Am the acknowledgment copy of each Purchase Order promptly after its receipt. AMG shall be forecasted deemed to have accepted a Purchase Order unless it delivers to Can-Am a written notice objecting to such Purchase Order within five (5) business days after receipt of such Purchase Order. (d) In the event of any conflict between the terms and ordered in a manner similar conditions of this Agreement and the terms and conditions of Can-Am's Purchase Order or any other document, the terms and conditions of this Agreement shall be controlling. (e) The parties hereto may agree to that provided modify the procedures for in (a) ordering and (b) abovedelivering M/C Lancets hereunder.

Forecasts and Orders. (a) Within [***] following the first commercial release of an Array as a Collaboration Product, and within [***] from the beginning of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a [***] (except as set forth in Section 4.01) rolling forecast of Arrays covering the next [***], broken down into [***] increments (and by type of Array if more than one involved). If orders are placed with BT that exceed such rolling forecast, BT shall [***] but (unless BT nonetheless accepts such order) BT [***]. Orders [***] of the current quarter forecast shall not trigger the failure to supply provision in Section 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for orders in [***] of the forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order (“Order”) therefor, which (a) will specify the type and quantity of such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with the requirements of this Agreement. (b) Within [***] following the first anniversary of the Effective Date, or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the [***], broken down into [***] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which (a) will specify the type and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreement. Table of Contents. (c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted and ordered in a manner similar to that provided for in (a) and (b) above.

Forecasts and Orders. (a) Within [***] following ABBI agrees to provide Forecasts, Firm Forecasts and Firm Orders for Products in whole batch increments for each Product by National Drug Code (“NDC”) in accordance with the first commercial release procedures set forth in this Section 2.4. AZ shall use commercially reasonable efforts to deliver Products ordered in accordance with timelines set forth in the Firm Orders submitted by ABBI in accordance with this Section 2.4. (b) ABBI shall submit an initial firm order (“Initial Firm Order”) upon execution of an Array this Agreement for the entire inventory of the Products in final form and labeled for sale in the Territory then held by AZ anywhere in the world on and as of such date. The Initial Firm Order shall not specify a Collaboration Product, and within delivery date that is not [***] from the beginning of each calendar quarter thereafter during the term date of this Agreement. AZ and ABBI agree that, AB as part of the Initial Firm Order, AZ shall furnish supply to BT ABBI, not less than a [***], based on the [***] and that, notwithstanding the preceding sentence, such amount of [***] will be delivered on the delivery date specified in the Initial Firm Order or as soon thereafter as is commercially reasonable. The cost of that part of the Initial Firm Order that consists of [***] is included in the Purchase Price (as defined in the Asset Purchase Agreement), and ABBI shall only be obligated to pay for the other Products included in the Initial Firm Order in accordance with Section 5 of this Agreement. (c) Within two business days following the Effective Date, or on such other date as may be agreed to by the Parties in writing, ABBI shall provide to AZ a non-binding forecast of ABBI ‘s requirements for each Product by NDC for a [***] (except as set forth in Section 4.01) a “Forecast”). Such Forecast shall be revised quarterly for a rolling forecast of Arrays covering the next [***], broken down into [***] increments (period and by type delivered to AZ on the first day of Array if more than one involved)each calendar quarter. If orders are placed with BT that exceed such rolling forecastIn addition, BT for the purposes of AZ’s long-term planning, ABBI shall provide a non-binding best estimate of [***] but forecast of its anticipated quarterly requirements for each Product by NDC, which shall be updated on an annual basis on the anniversary of the Effective Date of this Agreement. (unless BT nonetheless accepts d) Within ten (10) business days after the Effective Date of this Agreement, ABBI shall submit to AZ a non-cancelable purchase order (a “Firm Order”) for ABBI’s orders of Products by NDC to be delivered during the remainder of the current calendar quarter and the following first full calendar quarter. Thereafter, ABBI shall submit a Firm Order no later than the first day of each calendar quarter for all of ABBI’s orders of Products by NDC to be delivered in the following calendar quarter. ABBI shall also submit to AZ along with such orderFirm Order a forecast for the next calendar quarter following the quarter to which the Firm Order applies (a “Firm Forecast”). (See Schedule E attached hereto.) BT The volume set forth in any Firm Order may not deviate more than [***]] for each Product by NDC from the Firm Forecast submitted to AZ by ABBI for such calendar quarter. (e) AZ will respond within [***] of receiving each of ABBI’s quarterly rolling Forecast, Firm Forecast and Firm Order, and will either (i) confirm acceptance by AZ of the Forecast, Firm Forecast and Firm Order quantities or (ii) reject the requested quantities and initiate dialogue between the Parties to arrive at mutually acceptable values for the Forecast, Firm Forecast and Firm Order. Orders AZ will use commercially reasonable efforts to accommodate any additional quantity of Products requested by ABBI after the Firm Order has been submitted to AZ, but AZ shall not be liable in any respect for its inability to do so. Notwithstanding anything in this Agreement to the contrary, AZ shall have no obligation to supply more than [***] of the current aggregate volume of each Product by NDC for such calendar quarter forecast shall not trigger set forth in any Firm Forecast. Firm Orders may be amended only by mutual agreement of the failure to supply provision Parties, in Section 7.02writing. HoweverFurthermore, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB in the event that ABBI submits a Firm Order for orders in a volume that is less than [***] of the forecast. AB or its Affiliates will order Arrays volume of any Product(s) by issuing NDC indicated in the Firm Forecast for such calendar quarter, and AZ elects to BT accept such Firm Order, then AZ shall use commercially reasonable efforts to utilize excess Components, Materials and Work in Process as a purchase order (“Order”) therefor, which (a) will specify the type and quantity result of such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with order shortfall for the requirements of this Agreement. (b) Within [***] following the first anniversary other Affiliates of the Effective Date, AZ or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the [***], broken down into [***] increments (and for future periods covered by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which (a) will specify the type and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreement. Table If AZ is unable to utilize such Components, Materials and Work in Process, then in such case (and only in such case) AZ shall have the right to invoice ABBI for the cost of Contents (c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted all Components, Materials and ordered Work in Progress that AZ discarded as a manner similar to that provided for in (a) and (b) aboveresult of such order shortfall.

Forecasts and Orders. 2.2.1 On the Effective Date of this Agreement, PURCHASER shall give SELLER written notice of the quantity of Martek Products that PURCHASER estimates in good faith it will order or direct the Designees to order from SELLER during the remainder of the current calendar year. Not later than September 30 of each calendar year during the Term, PURCHASER shall give SELLER written notice of the quantity of Martek Products that PURCHASER estimates in good faith it will order or direct the Designees to order from SELLER during the next calendar year. In addition to the foregoing, one (a1) Within [***] following month before the first commercial release of an Array as a Collaboration Product, and within [***] from the beginning commencement of each calendar quarter thereafter during the term Term, PURCHASER shall provide SELLER with a forecast (a “Rolling Forecast”) of PURCHASER’s requirements for the Martek Products for each of the succeeding four (4) quarters, specifying quantities and requested delivery dates. These forecasts will be PURCHASER’s good-faith estimate of requirements and shall not be considered a commitment or other obligation of PURCHASER or its Designees to purchase such Martek Products. 2.2.2 PURCHASER and/or its Designees shall issue formal purchase orders (“Purchase Orders”) at least sixty (60) but no more than ninety (90) days in advance of the date on which PURCHASER or the Designee requests that SELLER deliver the Martek Products pursuant to Section 2.4.1 below. SELLER shall accept and fulfill Purchase Orders from PURCHASER and its Designees made in accordance with the terms of this Agreement for up to * of the relevant volumes specified in the Rolling Forecasts provided by PURCHASER pursuant to Section 2.2.1 above. Purchase Orders for additional amounts shall be accepted and filled by SELLER as is commercially reasonable. 2.2.3 Purchase Orders submitted in accordance with this Agreement, which have been acknowledged in writing by SELLER, shall be considered as firm and binding orders (subject to the provisions of this Agreement, AB ) and shall furnish to BT a [***] (except as set forth only be canceled or amended by mutual written agreement of -* The asterisk denotes that confidential portions of this exhibit have been omitted in Section 4.01) rolling forecast of Arrays covering the next [***], broken down into [***] increments (and by type of Array if more than one involved). If orders are placed with BT that exceed such rolling forecast, BT shall [***] but (unless BT nonetheless accepts such order) BT [***]. Orders [***] reliance on Rule 24b-2 of the current quarter forecast Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. the parties. SELLER shall not trigger the failure to supply provision acknowledge all Purchase Orders submitted in Section 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for orders in [***] accordance with this Agreement within five (5) business days of the forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order (“Order”) therefor, which (a) will specify the type and quantity SELLER’s receipt of such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with the requirements of this AgreementPurchase Orders. (b) Within [***] following the first anniversary of the Effective Date, or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the [***], broken down into [***] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which (a) will specify the type and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreement. Table of Contents (c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted and ordered in a manner similar to that provided for in (a) and (b) above.